THE MONETARY AUTHORITY OF SINGAPORE

SECURITIES AND FUTURES ACT 

(CAP. 289) 

GUIDELINES ON THE REGULATION OF 

MARKETS 
Guidelines on the Regulation of Markets 

 2

TABLE OF CONTENTS 

Page 

1. Purpose of these Guidelines 3 

2. Objectives of Regulation of Markets 4 

3. Scope of Regulation of Markets 7 

4. Application of section 339 of the SFA (Extra-territoriality) 15 

5. Regulatory Regime for Markets 17 

6. Obligations of Regulated Market Operators 26 
Guidelines on the Regulation of Markets 

 3

Guideline No : SFA 02-G01 

Issue Date : 1 July 2005 

1 PURPOSE OF THESE GUIDELINES 

1.1 These Guidelines on the Regulation of Markets (the “Guidelines”) are 

issued by the Monetary Authority of Singapore (“MAS”) pursuant to section 

321 of the Securities and Futures Act (Cap. 289) (the “SFA”). These 

Guidelines aim to provide the industry with a better understanding of how 

MAS will administer the legislative provisions relating to markets, which are 

contained in Part II of the SFA. 

1.2 These Guidelines should be read in conjunction with the provisions of 

Part II of the SFA and the Securities and Futures (Markets) Regulations 

2005 (the “SF (Markets) Regs”) and where relevant, other provisions of the 

SFA. 

1.3 The Guidelines on the Regulation of Markets issued on 11 September 

2002 are revoked. 
Guidelines on the Regulation of Markets 

 4

2 OBJECTIVES OF REGULATION OF MARKETS 

2.1 As set out in section 5 of the SFA, MAS’ objectives in regulating 

markets are — 

(a) to promote fair, orderly and transparent markets; 

 (b) to facilitate efficient markets for the allocation of capital and 

the transfer of risks; and 

 (c) to reduce systemic risk.

2.2 These objectives support MAS’ objectives of supervision set out in 

the “Objectives and Principles of Financial Supervision in Singapore”

Monograph1

. They are also in line with the public policy objectives set out 

by international standard setting bodies such as the International 

Organisation of Securities Commissions (“IOSCO”), in its “Objectives and 

Principles of Securities Regulation”2

. 

2.3 The following paragraphs provide guidance on the key concepts 

encapsulated in MAS’ regulatory objectives. 

Fair, orderly and transparent markets 

2.4 Confidence in the financial system and effective intermediation of 

financial flows requires that capital markets be fair, orderly and transparent. 

2.5 A fair market is one that is characterised by proper trading practices, 

non-discriminatory access to market facilities and information, and one that 

does not tilt the playing field in favour of some participants over others. A 

fair market provides investors with greater confidence that they can trade 

without other investors having an unfair advantage. In this regard, investors 

should be able to access quotes for comparison prior to execution on a nondiscriminatory basis and bids and offers should be matched on an equitable 

 

1

 The monograph is available on the website of MAS at “http://www.mas.gov.sg/”. 

2

 For more information on IOSCO, please refer to its website at “http://www.iosco.org/”.
Guidelines on the Regulation of Markets 

 5

basis. An equitable basis of matching bids and offers includes, amongst 

others, execution in accordance with price-time priority. 

2.6 An orderly market is one that has robust and reliable procedures and 

systems that allow for the organised conclusion of transactions and at the 

same time, minimising the risk of market failure. Orderliness is important 

because it provides the basis for an expectation that the market will function 

smoothly on a continued basis. 

2.7 Transparency may be defined as the degree to which information 

about trading (both pre-trade and post-trade) is made publicly available on a 

real-time basis. Pre-trade information, such as best bids and offers, should 

be made available to enable investors to know the transactions they may 

enter into and at what prices. Post-trade information on executed trades 

should be similarly publicised to reflect the market prices of executed trades. 

In addition, material information such as corporate announcements, required 

to assess the value of securities or futures contracts, should be readily 

available to investors in a comprehensible manner and on a timely basis. 

 

Efficient markets 

2.8 Interaction of bids and offers and price discovery are intrinsic to any 

well-functioning market. Interaction of bids and offers occurs when bids 

and offers by participants are exposed to competition from bids and offers of 

other participants. An efficient market is one where this process is reliable 

and unhindered. By ensuring that the dissemination of relevant information 

is reflected in the price discovery process, an efficient securities market 

allows allocation of scarce capital to its most efficient use while an efficient 

futures market facilitates the transfer of risks to persons most willing to bear 

them. 

Systemic risk 

2.9 The objective of reducing systemic risk in regulating markets is 

essential because systemically-important markets may potentially undermine 

stability or public confidence in the financial system should the markets fail 

or are disrupted. 

2.10 A market is systemically-important if disruptions to the functioning of 

the market can trigger or transmit further disruptions among financial market 
Guidelines on the Regulation of Markets 

 6

participants. Disruptions to the fair, orderly and transparent operations of a 

market may also cause widespread disruptions among financial market 

participants and may even result in instability of the financial system. 

2.11 In order for MAS to achieve its regulatory objectives, it is essential 

for MAS to assess the systemic importance of markets, and to be cognisant 

of the risks posed by systemically-important markets. MAS therefore 

subjects systemically-important markets to appropriate regulation, thereby 

promoting the operation of fair, orderly and transparent markets. 
Guidelines on the Regulation of Markets 

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3 SCOPE OF REGULATION OF MARKETS 

3.1 The definitions of the terms “securities market” and “futures market” 

are contained in Part I of the First Schedule to the SFA. 

3.2 The following paragraphs elaborate on some of the key elements of 

the definitions and how MAS intends to administer Part II of the SFA in 

relation to the interpretation of these terms. 

Technology neutral approach 

3.3 The definitions of the terms “securities market” and “futures market” 

contain the phrase “whether electronic or otherwise”. This means that all 

market operators, regardless of whether they operate brick-and-mortar 

trading floors or fully electronic trading platforms, are subject to the same 

regulatory regime. 

3.4 However, a person is not deemed to be operating a “securities market” 

or “futures markets” merely by establishing some form of electronic facility. 

For instance, an electronic order-router operated by a licensed intermediary 

which does nothing more than mere routing of orders, does not fall within 

the definition of a market under the SFA (see Illustration 1 below). The 

SFA is not intended to capture a facility that merely acts as a conduit or a 

channel of communication to a market, if it does not exhibit the other 

attributes of a market (the elements of which are set out in the respective 

definitions). Such a facility is similar to an intermediary using a telephone 

or facsimile machine to transmit customer orders to the relevant markets. 
Guidelines on the Regulation of Markets 

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Illustration 1 – Electronic order router 

Description of the arrangement: 

A corporation provides an electronic facility that enables clients to input 

orders for securities and futures contracts through the electronic facility. 

The facility channels the orders of the clients, without alteration of the 

information contained, to be matched at the relevant exchanges. 

The corporation may be required to hold a capital market services license for 

dealing in securities or trading in futures contracts but is not required to be 

regulated as a market for the provision of the electronic facility. The 

electronic facility is an additional channel for the corporation to receive and 

transmit orders to exchanges. The pure order routing facility merely serves 

as a conduit without any matching of the orders of one client with another. 

3.5 Likewise, providers of technology infrastructure or software for order 

routing facilities or trading facilities will not be subject to the regulatory 

regime for markets under Part II of the SFA (see Illustration 2 below). Such 

persons only supply the hardware or software to enable their clients, being 

licensed intermediaries or market operators, to implement their business 

models. This is in line with the current treatment of various service 

providers which provide telephone lines, computer systems, software and 

other infrastructure facilities. 
Guidelines on the Regulation of Markets 

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Illustration 2 - Technology service providers 

Description of the arrangement: 

A corporation provides proprietary software that enables licensed 

intermediaries to place orders for securities and futures contracts listed on 

overseas securities exchanges or overseas futures exchanges, as the case 

may be, with overseas intermediaries. The proprietary software also 

enables the transmission of execution reports back to the licensed 

intermediaries who entered the orders. The software is installed either on 

proprietary terminals provided by the corporation or on the computers of 

the licensed intermediaries. The corporation also provides financial 

information and news updates to the licensed intermediaries. 

Depending on the actual mechanics of the type of financial information 

provided and the manner in which it is provided, the corporation may be 

required to hold a financial adviser’s licence. However, the corporation is 

not required to be regulated as a market operator. A technology service 

provider merely supplies the infrastructure or software to route orders to the 

overseas intermediaries, who in turn route the orders to the relevant market. 

Orders are not executed on the proprietary terminals provided by the 

corporation. 

Issued securities 

3.6 The term “issued securities” refers to listed or unlisted securities that 

have been previously offered to investors and which are now available for 

secondary trading. 

3.7 Provisions in Part II of the SFA are not applicable to primary 

offerings of securities where issuers or corporations issue securities in a oneoff transaction (see Illustration 3 below). Primary offerings are regulated 

through different mechanisms such as disclosure requirements, due diligence 

process and other regulatory processes. The provisions governing offers of 

investments are found in Part XIII of the SFA. 
Guidelines on the Regulation of Markets 

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Illustration 3 – Facility for placement of primary issuance 

Description of the arrangement: 

A corporation provides an electronic facility via a website to facilitate 

companies to raise funds through primary placement of their securities with 

investors. This website is made available to both retail and institutional 

investors in Singapore and financial institutions licensed by MAS. 

The corporation is not required to be regulated as a market operator because 

the facility facilitates the purchase and sale of previously unissued securities. 

Since the definition of “securities market” under the SFA is applicable to 

“issued securities”, the facility is excluded from the definition of “securities 

market”. 

Regularly 

3.8 Part II of the SFA is not intended to catch one-off transactions. Offers 

or invitations need to be made on the facility “regularly”. The term 

“regularly” refers to systematic and recurring transactions. However, it does 

not mean that transactions have to be executed at certain specified intervals 

or continuously. 

Centralised basis 

3.9 At the heart of the operations of a market is price discovery and 

formation, and this is a process that occurs when offers or invitations are 

made on a centralised basis. Price discovery refers to the process of 

uncovering the full-information value of an asset. With the interaction of 

bids and offers, participants have a good gauge of the supply and demand for 

securities, thus allowing the participants to better determine the price. 

Trading facilities that pool together bids and offers of various market 

participants allow for the comparison and competition of bids and offers. 

Under the SFA, markets are not limited to facilities where orders are 

channelled through a single central order execution, but also extend to those 

where the interaction of bids and offers are done in a centralised manner (see 

Illustration 4 below). 
Guidelines on the Regulation of Markets 

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Illustration 4 – Centralised price discovery 

Description of the arrangement: 

A corporation operates a fixed income electronic facility that pulls together 

multiple market makers. Each single market maker posts quotes for 

government securities. The market maker is able to determine which users 

are permitted to view its quotes or interact with the market maker. If a 

customer is so permitted, the customer may view and interact with quotes of 

multiple market makers using the electronic facility. As such, the electronic 

facility, by bringing together the quotes of multiple market makers, has 

facilitated the offer or invitations to sell, purchase or exchange fixed income 

products on a centralised basis. 

The electronic facility, by facilitating the interaction of bids and offers of the 

various market makers, is deemed to have performed the price discovery 

function of a market and the corporation operating this electronic facility 

will fall within the regulatory framework of Part II of the SFA in respect of 

its operation of a market in Singapore. 

Reasonable expectation 

3.10 Under the SFA, markets are not limited to trade execution or matching 

mechanisms which result in the acceptance or making of offers to sell, 

purchase or exchange futures contracts or issued securities directly on the 

facility itself. The market operator may also fall within the regulatory ambit 

of Part II of the SFA when the participants provide sufficient information on 

their identities as well as firm prices and order sizes even though the 

negotiations between the participants may not eventually result in the 

conclusion of transactions. The relevant part in the respective definitions of 

a securities market and a futures market is “....being offers or invitations 

that are intended or may reasonably be expected, to result, whether directly 

or indirectly, in the acceptance or making, respectively, of offers to sell, 

purchase or exchange...”. 

3.11 Accordingly, a key consideration is whether buyers and sellers have 

reasonable expectations that they can transact based on the information 

posted on the facility. Examples include bulletin boards and electronic 
Guidelines on the Regulation of Markets 

 12

platforms which automate traditional over-the-counter markets. It is 

common for potential buyers and sellers to post bid or offer information on 

an electronic facility and for subsequent negotiations to be concluded 

bilaterally off the facility. As long as the information posted on the facility 

enables the parties to enter into or conclude, or have a reasonable 

expectation to enter into or conclude, a transaction, the facility will be 

treated as a market under the SFA (see Illustration 5 below). 

Illustration 5 – Electronic trading facilities 

Description of the arrangement: 

A corporation provides an electronic facility for licensed intermediaries and 

investors in Singapore to trade in corporate and government bonds. These 

participants can access the trading facility either via a secured website or 

through proprietary terminals. Participants post firm prices for the order 

size that they wish to transact. The facility automatically executes and 

clears a firm-price order if it matches an existing firm-price order. The 

facility does not settle trades. Settlement is undertaken subsequently 

between the 2 counterparties. If no match is immediately available, the 

facility displays the firm orders to all clients. 

Orders with firm prices are automatically matched on the facility and there is 

a reasonable expectation that orders posted on the facility will lead to the 

conclusion of a transaction. As the facility is made available to licensed 

intermediaries and investors in Singapore, MAS will require the corporation 

providing the facility to be regulated as a market operator under Part II of 

the SFA. 

Whether through that place or facility or otherwise 

3.12 A facility where the final negotiation or execution of transactions is 

done outside the facility will still be treated as a market under Part II of the 

SFA, where the transactions are concluded based on prices obtained from 

the facility and the facility exhibits the other attributes of a market, as 

described in the respective definitions of “securities market” and “futures 

market” (see Illustration 6 below). 
Guidelines on the Regulation of Markets 

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Illustration 6 – Bulletin boards 

Description of the arrangement: 

A corporation provides an electronic facility via a website to licensed 

intermediaries and institutional investors in Singapore. The corporation 

operating the market also has marketing agents in Singapore. The website 

contains a “bulletin board” where participants can post indicative prices, 

volumes, and counters of the securities that they wish to transact in. The 

facility also enables participants to obtain the identities of interested 

counterparties either via its website or through other communication means. 

All subsequent negotiation, trading, clearing and settlement activities by the 

transacting participants will take place off the website of the corporation. 

The corporation also does not perform any trade matching or execution. 

The corporation providing the facility is required to be regulated as a market 

operator under Part II of the SFA even though the execution of trades is 

done outside the facility, as it is caught within the scope of the definition of 

“market” under Part I of the First Schedule to the SFA. The information 

posted on the website and the ability to ascertain the identity of interested 

counterparties lead to a reasonable expectation that indicative offers or 

invitations will result in the conclusion of a transaction. As the facility is 

made available to licensed intermediaries and institutional investors in 

Singapore, MAS will require the corporation providing the facility to be 

regulated as a market operator under the SFA. 

Non-multilateral markets excluded 

3.13 The definitions of the terms “securities market” and “futures market” 

respectively provide that only a place or facility that brings together many 

buyers and many sellers on a centralised basis will be regulated as a market. 

A securities market or futures market, as defined under the SFA, is one that

does not include a place or facility used by only one person to make or 

accept offers or invitations to sell, purchase or exchange securities or futures 

contracts. 

3.14 Accordingly, facilities that operate on a “one-to-many” basis are not 

required to be regulated as markets. An example is a market-making facility 
Guidelines on the Regulation of Markets 

 14

by an intermediary that takes proprietary positions (see Illustration 7 below). 

Nonetheless, the intermediary will have to comply with the relevant 

regulatory requirements applicable to holders of a capital markets services 

licence. 

Illustration 7 – Market-making facility 

Description of the arrangement: 

A licensed intermediary, authorised under the SFA to carry on business in 

the regulated activity of dealing in securities, provides an electronic 

proprietary market-making facility for its clients to trade in warrants. Each 

warrant is given a number for identification. Clients will input into the 

facility the identification number of the warrants and the volume of the 

warrants which they wish to buy or sell. In return, the licensed intermediary 

will indicate a price at which it is prepared to trade. If there is a matching 

order, the intermediary will execute the order against its own inventory. 

The licensed intermediary will not be regulated as a market operator under 

Part II of the SFA as its facility is not a multilateral market but a “one-tomany” facility. 

Over-the-counter derivatives 

3.15 The definition of “futures markets” in the SFA excludes “a place or 

facility that enables persons to negotiate material terms (in addition to the 

price) of, and enter into transactions in, futures contracts, where the 

material terms (in addition to the price) of futures contracts are 

discretionary and not predetermined by the rules or practices of the place or 

facility”. The intent of this exclusion is that markets that trade over-thecounter derivatives are not considered as “futures markets” for the purposes 

of the SFA. 
Guidelines on the Regulation of Markets 

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4 APPLICATION OF SECTION 339 OF THE SFA 

(EXTRA-TERRITORIALITY) 

4.1 Section 339 of the SFA provides for the circumstances in which an act 

conducted partly or wholly outside Singapore may constitute an offence of 

any provision of the SFA. In respect of Part II of the SFA, if an operator of 

an overseas market falls within the ambit of section 339(1) or (2) of the 

SFA, it will be required to comply with Part II of the SFA and the operator 

of the overseas market has to apply to MAS for approval as an approved 

exchange or recognition as a recognised market operator (the “RMO”). 

4.2 The Guidelines on the Application of Section 339 (ExtraTerritoriality) of the Securities and Futures Act set out the general principles 

underlying how MAS would apply section 339 of the SFA to the various 

parts of the SFA, including Part II. Part 4 of these Guidelines provides 

additional guidance specifically for operators of overseas markets. 

4.3 MAS will consider operators of overseas markets that physically 

locate their trading floor or all or part of their trading infrastructure in 

Singapore to fall within the ambit of section 339(1) of the SFA. In a case 

where operators of overseas markets provide direct access to the overseas 

market to investors in Singapore through screens or terminals placed in 

Singapore that allow investors to directly make or accept offers or 

invitations on the overseas market through these screens or terminals (see 

Illustration 8 below), the operators of the overseas markets will fall within 

the ambit of section 339(1) of the SFA. For the avoidance of doubt, where 

an operator of an overseas market neither physically locates its trading 

infrastructure in Singapore, nor provides direct access to investors in 

Singapore through screens or terminals placed in Singapore, MAS may still 

consider the operator of the overseas market to fall within the ambit of s339, 

based on the factors described in the Guidelines on the Application of 

Section 339 (Extra-Territoriality) of the Securities and Futures Act. 

4.4 An investor in Singapore is considered to have direct access to a 

market if the investor can purchase or sell futures contracts or securities on 

the market without the assistance or intervention of an overseas 

intermediary. On the other hand, if an investor in Singapore accesses an 

overseas market through an intermediary in Singapore who forwards the 

order to another intermediary in the jurisdiction where the market is located, 
Guidelines on the Regulation of Markets 

 16

the investor in Singapore is not considered to have direct access to the 

market. 

Illustration 8 – Operator of an overseas market

Description of the arrangement: 

A corporation is licensed to operate a market in a jurisdiction other than 

Singapore. The corporation provides proprietary trading terminals for 

institutional investors to enter orders and effect transactions on the overseas 

market from the premises of the institutional investors in Singapore. This 

facility allows the institutional investors to have direct access to the 

overseas market. Transactions can be effected on the overseas market 

through the terminals. 

As the terminals are located in Singapore and the institutional investors have 

direct access to the overseas market operated by the corporation, the 

corporation operating the overseas exchange will be regulated by MAS as a 

market operator under the SFA. 
Guidelines on the Regulation of Markets 

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5 REGULATORY REGIME FOR MARKETS 

5.1 As provided in sections 6 and 14 of the SFA, a person seeking to 

establish or operate a market in Singapore can only do so if the person is 

either approved as an approved exchange, recognised as a RMO or 

exempted as an exempt market operator (“EMO”) by MAS. 

5.2 As a general principle, corporations operating markets that are 

systemically-important will be regulated by MAS as approved exchanges. 

Corporations operating other markets may be regulated as RMOs or 

exempted from regulation. Approved exchanges are required to comply 

with a higher level of statutory obligations than that required of RMOs. 

5.3 Prior to establishing or operating a market in Singapore, the market 

operator needs to apply to MAS either for approval as an approved 

exchange, recognition as a RMO or exemption as an exempt market operator 

(“EMO”). The market operator should assess whether it should apply to be 

an approved exchange or a RMO by considering the factors listed in 

paragraph 5.4 below in relation to its business model. 

Factors for consideration 

5.4 In determining whether a market operator should be regulated as an 

approved exchange or a RMO, MAS will consider whether the market is 

systemically-important and other relevant circumstances, such as public 

interest. The factors which MAS considers are as follows: 

(a) the size and structure, or proposed size and structure, of the 

market operated by the corporation 

Factors which MAS will take into consideration in relation to 

the size of the market include the volume and value of 

transactions conducted on the market, the number of investors 

trading on the market and the number of participants. 

The structure of the market refers to how the market is 

organised. This includes, amongst others, a member-broker 

structure and direct participation structure. A market that is 

organised in a more complex manner, and in a manner which 
Guidelines on the Regulation of Markets 

 18

magnifies its reach or influence, e.g. via a member-broker 

structure rather than a direct participation structure, could be 

considered to pose a greater risk. 

(b) the nature of the services provided, or to be provided, by the 

market to be operated by the corporation 

This relates to the range of services provided by the market 

operator, such as the provision of quotes, matching of orders 

and provision of data services. 

(c) the nature of the securities or futures contracts traded, or to be 

traded, on the market to be operated by the corporation

This relates to the number of classes of securities or futures 

contracts traded on the market (for example, equities, warrants, 

options and single stock futures). 

(d) the nature of the investors or participants, or proposed 

investors or participants, who may use or have an interest in 

the market to be operated by the corporation

The factors here include the level of sophistication of the 

investors or participants, the systemic importance of the 

participants and the impact of any failure of the market on the 

investors or participants and the broader financial sector. A 

market that is widely used by retail investors is more likely to 

be considered systemically-important. 

(e) whether the corporation is regulated by MAS under the SFA or 

any other written law 
Guidelines on the Regulation of Markets 

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 If the corporation operating the market is already regulated 

under the SFA or any other written law administered by MAS, 

MAS will assess if its regulatory objectives can be achieved via 

such other regulatory ambit. For example, if the holder of a 

capital market services licence operates a market, MAS may 

choose not to approve or recognise the market operator and 

instead exempt the market operator from the regulatory regime 

under Part II of the SFA, with appropriate conditions imposed 

under the exemption. 

(f) the parties who may be affected in the event that the market to 

be operated by the corporation or the corporation itself runs 

into difficulties

MAS will consider the nature of the parties who may be 

affected in the event that the market runs into difficulties. This 

would include considering if parties beyond the investors or 

market participants would be affected and the level of 

sophistication of the parties affected. 

(g) in the case of a corporation operating an overseas market, 

whether the corporation, in the country or territory in which the 

head office or principal place of business of the corporation is 

situated, is subject to requirements and supervision 

comparable, in relation to the degree to which the objectives 

referred to in section 5 of the SFA are achieved, to the 

requirements and supervision to which market operators are 

subject under the SFA 

MAS will examine the regulatory regime imposed by the 

overseas regulator on the overseas market and consider if it 

achieves similar objectives to the regulatory regime in 

Singapore. When a market operator is already supervised in its 

home jurisdiction, and the supervision is comparable to MAS’ 

supervision had the market operator been incorporated in 

Singapore, the market operator is likely to be recognised as a 

RMO. This is to minimise duplication of regulatory efforts and 

compliance costs. 
Guidelines on the Regulation of Markets 

 20

(h) the interests of the public

MAS may consider if it is in the interests of the public to 

approve the corporation operating the market as an approved 

exchange. Such interests may arise if such approval may 

further the development of the financial sector or reduce 

systemic risk in the financial system, of Singapore. 

(i) any other circumstances that MAS may deem relevant. 

MAS retains the flexibility to consider other circumstances, as 

it may deem relevant. 

5.5 The decision as to whether a market should be regulated as an 

approved exchange or as a RMO, or to be granted an exemption as an EMO, 

will be based on an analysis of the factors in their entirety and is not solely 

dependent on any one factor above (see Illustrations 9 and 10 below). 

Illustration 9 – Approved exchanges 

Description of the arrangement: 

A corporation seeks to operate a securities market in Singapore. The person 

provides proprietary trading terminals for licensed intermediaries to enter 

orders and effect transactions on the securities market. A large number of 

classes of securities are traded on the market (for example, equities, 

structured warrants and exchange traded funds) and the products traded are 

popular and are widely and heavily traded by both retail and institutional 

investors. The securities market is the only such facility in Singapore that 

the corporation operates and the failure of the securities market will affect 

not just the participants and investors, but also the broader financial sector. 

Due to the broad nature of the activities of the market operator, large number 

of classes of securities traded on the market and the parties who may be 

affected in the event that the market runs into difficulties, amongst other 

factors, the market would be considered as having systemic importance. As 

such, to meet MAS’ regulatory objectives, the corporation operating the 

securities market would be regulated as an approved exchange. 
Guidelines on the Regulation of Markets 

 21

Illustration 10 – Recognised market operator 

Description of the arrangement: 

A corporation provides an electronic facility to trade fixed income products 

via a website to institutional investors only. The electronic facility allows 

the institutional investors to post indicative prices, volumes and futures 

contracts that they wish to transact in. The facility also enables institutional 

investors to obtain the identities of interested counterparties either via its 

website or through other communication means. The volume of trades 

conducted through the electronic is moderately high and the electronic 

facility offers limited classes of securities for trading, including US 

government securities and corporate bonds. 

The information posted on the electronic facility and the ability to ascertain 

the identity of interested counterparties lead to a reasonable expectation that 

indicative offers or invitations will result in the conclusion of a transaction. 

Thus, the market would fall within the regulatory ambit of Part II of the 

SFA. As the electronic facility is only used by institutional investors and the 

volume of trade is moderately high, the failure of the facility is not likely to 

have a widespread impact on the broader financial sector since institutional 

investors are better equipped to manage their risks. Thus, the corporation 

operating the electronic facility would be regulated as a RMO under Part II 

of the SFA based on the limited systemic risks it poses. 

5.6 The approach in relation to oversight over approved exchanges and 

RMOs is set out below. 

Approved exchanges 

5.7 MAS adopts a risk-based approach towards market operators. MAS 

achieves its regulatory objectives primarily by requiring systemicallyimportant entities to be approved as approved exchanges and subjecting 

them to a higher level of statutory obligations (in particular, Division 2 of 

Part II of the SFA). MAS may exempt approved exchanges from 

compliance with certain requirements if MAS is satisfied that the exemption 

from compliance with such specific obligations would not hinder the 

achievement of its regulatory objectives. 
Guidelines on the Regulation of Markets 

 22

Recognised markets operators 

5.8 The RMO regime is an application of MAS’ risk-based approach 

towards market operators, matching regulatory requirements to the risks 

posed by the market. The regulatory requirements will be commensurate 

with the risk profile, nature and scope of the functions of the proposed 

market operations. MAS also seeks to ensure that there is no regulatory 

arbitrage between corporations operating similar market operations with 

similar risk profiles. Under Division 3 of Part II of the SFA, a small number 

of minimal obligations are applicable to RMOs. MAS also has powers to 

impose additional obligations on the RMOs, depending on the functions 

undertaken by the market. MAS will consider the facts and circumstances of 

each RMO application in deciding on the appropriate recognition conditions. 

Such recognition conditions could include, amongst others, restrictions on 

the types of investors the RMO can provide trading access to, the financial 

products that the RMO can distribute, the requirement for the RMO to notify 

MAS of changes to its business and the requirement to submit periodic 

reports to MAS. 

5.9 MAS may, under section 8(1) of the SFA, permit an applicant who is 

not operating a market of systemic importance to elect to be regulated as an 

approved exchange if the applicant is able to meet the statutory obligations 

that are imposed on approved exchanges. However, the operator of a market 

that is systemically important must be regulated as an approved exchange. It 

does not have the option of electing to be recognised as a RMO. 

5.10 On the same note, MAS recognises that a RMO may grow over time 

to become systemically important. In such cases, MAS may initiate a 

review of the regulatory status of the RMO under section 11(5) of the SFA 

or the RMO may apply to MAS to change its status in accordance with the 

requirements under section 11(1). The review of the regulatory status of the 

RMO will be conducted in consultation with the RMO. Similarly, if the 

systemic importance of an approved exchange reduces over time, MAS may, 

under section 11(5) of the SFA, initiate a review of the regulatory status of 

the approved exchange or the approved exchange may apply to change its 

status in accordance with the requirements under section 11(1) of the SFA. 

5.11 Section 8(3) of the SFA allows MAS to consider an application for 

recognition as a RMO as an application for approval as an approved 

exchange if MAS is of the view that the applicant is more appropriately 
Guidelines on the Regulation of Markets 

 23

regulated as an approved exchange, taking into account the factors described 

in paragraph 5.4 above, and vice versa (see also section 11(6)). This would 

only be done with the consent of the applicant. Such an application process 

will eliminate the need for re-submission of a new application and payment 

of additional application fees. 

5.12 In the case of an operator of an overseas market applying for 

recognition as a RMO, it must have an address in Singapore for the service 

of any notice. MAS will also have to be satisfied that – 

(a) the applicant is willing and able to co-operate with MAS in 

sharing information and in any other manner as required by 

MAS; 

(b) adequate arrangements have been made with the regulator of 

the head office of the applicant on regulatory co-operation; 

(c) the regulatory regime of the head office of the applicant is 

comparable, in the degree to which the objectives in section 5 

of the SFA are achieved, to the requirements and supervision to 

which approved exchanges and RMOs are subject under the 

SFA; and 

(d) adequate arrangements have been made between the applicant 

and a market operator in Singapore in respect of the supervision 

of corporations trading on both the overseas market and the 

market in Singapore, if applicable. 

5.13 Generally, MAS will consider that adequate arrangements have been 

made under paragraph 5.12(b) above where there is a memorandum of 

understanding, or similar formal documentation, on information exchange 

and mutual assistance between MAS and the home regulator of the 

applicant. 

Exempt market operators 

5.14 Pursuant to sections 14(1) and (2) of the SFA, MAS may approve an 

application to be an EMO from, or exempt, a corporation which wishes to 

establish or operate a market if, in the opinion of MAS, the regulatory 

objectives of MAS can be achieved without regulating that corporation as an 
Guidelines on the Regulation of Markets 

 24

approved exchange or a RMO. The scope of activities that an EMO can 

undertake is narrow. Possible scenarios whereby a market operator may be 

exempted include the following: 

(a) where the market operator is already separately regulated by 

MAS. For instance, if the holder of a capital market services 

licence operates a market, MAS may choose not to regulate the 

market operator as an approved exchange or RMO, but instead 

impose appropriate conditions under the exemption; or 

(b) where the market poses little risk to the regulatory objectives of 

MAS and its failure would cause little or limited impact to the 

financial sector in general. As such, the costs of regulation may 

outweigh the benefits of regulating the market (see Illustration 

11 below). 

Illustration 11 – Exempt market operators 

Description of the arrangement: 

A corporation provides an electronic facility for the distribution of 

syndicated loans and loan equivalents in both primary and secondary 

markets. Users of the facility are restricted to institutional investors. 

Though several products are traded on the market, only one of the products, 

floating-rate notes (“FRNs”), falls within the definition of “securities” 

under the SFA. The volumes of FRN trades are small relative to the total 

volume of FRNs traded in Singapore and to the business of the corporation. 

There are several other options available to institutional investors wishing 

to trade FRNs. 

The corporation providing the facility can seek to be an EMO under the SFA 

as the trading volume is low and their services are only offered to 

institutional clients. The failure of such a market is likely to have little or 

limited impact on the participants and the financial markets as there are 

other avenues to trade FRNs. 

5.15 MAS is aware that with time, the operations of an EMO may develop 

and grow in size and complexity. On a case-by-case basis, MAS will 
Guidelines on the Regulation of Markets 

 25

consider whether there is a need to impose limits on the market activities of 

an EMO. If the assessment of MAS is that the market activities concerned 

pose risks to our regulatory objectives, MAS may revoke an exemption 

granted to an EMO pursuant to the powers of MAS under section 15(1) of 

the SFA. 

5.16 If an EMO wishes to increase the scope of its activities, or if 

circumstances change and the activities it undertakes pose higher risks than 

before, the EMO may need to be regulated by MAS as either an approved 

exchange or a RMO. 

Holding out as approved exchange or RMO 

5.17 No person shall hold himself out to be an approved exchange or a 

RMO unless he is so approved or recognised by MAS. In the case where 

MAS revokes the approved exchange status or RMO status, such a person, if 

he has held himself out to be an approved exchange or a RMO, shall 

immediately cease to do so. 

Title 

5.18 It is provided in section 6(3) of the SFA that except with the written 

approval of MAS, no person other than an approved exchange may use the 

title or description “securities exchange”, “stock exchange”, “futures 

exchange” or “derivatives exchange” in any language. For RMOs who also 

operate overseas securities or futures exchanges, they have to seek approval 

from MAS, on a case-by-case basis, to use such title or description. MAS 

would generally grant its approval to enable the RMO to operate in 

Singapore without having to change its name. This facilitates the 

preservation of the brand equity of the RMO. 
Guidelines on the Regulation of Markets 

 26

6 OBLIGATIONS OF REGULATED MARKET OPERATORS 

6.1 As set out in Part II of the SFA, approved exchanges and RMOs are 

required to comply with a list of common obligations which are listed 

below: 

(a) as far as is reasonably practicable, operate a fair, orderly and 

transparent market

The approved exchange or RMO is obliged to operate a fair, 

orderly and transparent market and shall not engage in activities 

or businesses that may conflict with this obligation. 

(b) manage any risks associated with its business and operations 

prudently

The approved exchange or RMO is expected to ensure that – 

(i) appropriate and adequate systems and controls are in 

place to identify, assess, monitor and manage risks to its 

market operations; 

(ii) appropriate and adequate emergency procedures and 

business continuity plans, as described in regulations 12 

and 25 of the SF (Markets) Regs, are in place; and 

(iii) there is periodic testing or review of its systems and 

controls, including its business continuity plans. 

Where the approved exchange or RMO also conducts 

businesses and operations other than that of the operation of its 

market, the approved exchange or RMO is expected to contain 

the risks associated with such other businesses and operations 

from that of its markets operations. 
Guidelines on the Regulation of Markets 

 27

(c) in discharging its obligations under this Act, not act contrary to 

the interests of the public, having particular regard to the 

interests of the investing public

The approved exchange or RMO, with regard to the interests of 

the investing public, should not engage in activities that may 

compromise its ability to maintain an efficient market or lead to 

an increase in the systemic risk in the financial system of 

Singapore. 

(d) have sufficient financial, human and system resources to 

 (i) operate a fair, orderly and transparent market; 

 (ii) meet contingencies or disasters; and 

 (iii) provide adequate security arrangements

The approved exchange or RMO is obliged to give regard to the 

level of resources available to support the trading activities of 

its market in varying market conditions, commensurate with the 

needs of its business and operations. 

6.2 In addition to the common obligations discussed above, an approved 

exchange, being systemically important, is required to comply with 

additional obligations, which are elaborated as follows: 

(a) ensure that access for participation in its facilities is subject to 

criteria that are fair and objective, and that are designed to 

ensure the orderly functioning of its market or markets and to 

protect the interests of the investing public

The approved exchange is obliged to ensure that access to 

participation in its market is based on criteria that are not 

unnecessarily restrictive and do not limit access on grounds 

other than that of risks to the fair, orderly and transparent 

operations of its market. 

(b) maintain business rules and, where appropriate, listing rules 

that make satisfactory provision for 
Guidelines on the Regulation of Markets 

 28

 (i) a fair, orderly and transparent market in securities or 

futures contracts that are traded through its facilities; and 

 (ii) the proper regulation and supervision of its members

The approved exchange is obliged to maintain business rules in 

compliance with regulation 18 of the SF (Markets) Regs, which 

prescribes the various aspects of business rules that would enable 

the approved exchange to discharge its obligations satisfactorily. 

(c) enforce compliance with its business rules and, where 

appropriate, its listing rules

The approved exchange is obliged to have an appropriate and 

adequate surveillance and enforcement programme in place to – 

(i) effectively monitor compliance by its members with its 

business rules; 

(ii) enforce its rules; and 

(iii) discipline its members in a fair and objective manner. 

(d) ensure that it appoints or employs fit and proper persons as its 

chief executive officer, directors and key management officers

The duties and functions of the key officers are elaborated in 

regulation 29 of the SF (Markets) Regs. 

Amendments to the business or listing rules 

6.3 In regulation 19 of the SF (Markets) Regs, an approved exchange, 

which proposes to amend its business rules or listing rules, shall consult its 

participants, unless the proposed amendment would only have limited 

impact on its participants. When considering the impact that a proposed rule 

amendment would have on its participants, the approved exchange should 

consider the likely effect that the amendment would have on the rights, 

obligations, operations and systems of its various participants. 
Guidelines on the Regulation of Markets 

 29

6.4 Generally, MAS would also expect the approved exchange to consult 

the public on rule amendments that the approved exchange considers likely 

to affect the interests of the general investing public. 

6.5 When undertaking a consultation, the approved exchange should 

provide potential respondents with a reasonable opportunity to comment on 

the proposed amendment, including providing an adequate period of notice 

and an appropriate avenue to provide feedback. When considering the 

length of period that should be provided to potential respondents, the 

approved exchange should take into account the complexity and impact that 

the proposed amendment would have. Generally, the approved exchange 

should provide a notice period of at least 10 business days, with longer 

periods for proposed amendments that are relatively more complex or are 

likely to have more impact. 

 

6.6 Where the approved exchange has undertaken a consultation, it should 

provide MAS with a summary of the comments received together with the 

reasons for accepting or rejecting such comments, when submitting a 

notification under regulation 19(1) of the SF (Markets) Regs. This is in 

addition to the information required under regulation 19(1)(a) to (c) of the 

SF (Markets) Regs. 

6.7 To the extent reasonably possible, the approved exchange should 

allow for a reasonable period between the time it publishes the final text of 

the amendment and the effective date of the amendment. This would allow 

its participants to put in place any changes necessary to allow the 

participants to comply with the amended business rules. When considering 

the length of period that should be provided, the approved exchange should 

take into account the impact that the proposed amendment would have. 

6.8 MAS recognises that there is a possibility that in urgent situations, an 

approved exchange needs to propose and bring into effect rule amendments 

within a very short period of time, in order for the approved exchange to 

maintain fair, orderly and transparent markets. In such situations, MAS may 

exercise its power to exempt the approved exchange from the requirement to 

consult its participants under regulation 19(2), pursuant to section 35 of the 

SFA. 
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Related Subsidiary Legislation | Legislative History | Amendment Annotation off

On 20/08/2015, you requested the version in force on 20/08/2015 incorporating all

amendments published on or before 20/08/2015. The closest version currently available is

that of 01/07/2015.

Securities and Futures Act

(CHAPTER 289)    

Long Title

Part I PRELIMINARY

1 Short title

2 Interpretation

3 Associated person

4 Interest in securities

4A Specific classes of investors

4B Application

Part II MARKETS

5 Objectives of this Part

Division 1 — Establishment of Markets

6 Requirement for approval or recognition

Subdivision 1 Approved exchange and recognised market operator

7 Application for approval or recognition

8 Power of Authority to approve exchanges and recognise market operators

9 General criteria to be taken into account by Authority

10 Annual fees payable by approved exchange and recognised market operator

11 Change in status

12 Cancellation of approval or recognition

13 Power of Authority to revoke approval and recognition

Subdivision 2 Exempt market operator

14 Power of Authority to exempt corporations from approval or recognition

15 Power of Authority to revoke exemption

Division 2 — Regulation of Approved Exchanges

Subdivision 1 Obligations of approved exchanges

16 General obligations

16A Obligation to manage risks prudently

17 Obligation to notify Authority of certain matters

18 Obligation to maintain proper records

19 Obligation to submit periodic reports

20 Obligation to assist Authority

21 Obligation to maintain confidentiality
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22 Penalties under this Subdivision

Subdivision 2 Rules of approved exchanges

23 Business rules and listing rules of approved exchanges

24 Business rules of approved exchanges have effect as contract

25 Power of court to order observance or enforcement of business rules or listing rules

26 Non-compliance with business rules or listing rules not to substantially affect rights of person

Subdivision 3 Matters requiring approval of Authority

27 Control of substantial shareholding in approved exchanges

28 Approval of chairman, chief executive officer, director and key persons

29 Power of Authority to approve instruments, contracts and transactions

30 Listing of approved exchanges on securities market

Subdivision 4 Powers of Authority

31 (Repealed)

32 Power of Authority in securities market

33 Additional powers of Authority in respect of auditors

34 Emergency powers of Authority

35 Power of Authority to exempt approved exchanges from provisions of this Part

Subdivision 5 Immunity

36 Immunity from criminal or civil liability

Division 3 — Regulation of Recognised Market Operators

37 General obligations

38 Obligation to notify Authority of certain matters

39 Obligation to maintain proper records

40 Obligation to submit periodic reports

41 Obligation to assist Authority

42 Power of Authority to approve instruments, contracts and transactions

43 Penalties under this Division

43A Power of Authority to exempt recognised market operators from provisions of this Part

Division 4 — General Powers of Authority

44 Power of Authority to remove officers

44A Interpretation of sections 44A to 44F

44B Action by Authority if approved exchange or recognised market operator unable to meet obligations, etc.

44C Effect of assumption of control under section 44B

44D Duration of control

44E Responsibilities of officers, member, etc., of approved exchange or recognised market operator

44F Remuneration and expenses of Authority and others in certain cases

45 Power of Authority to make regulations

46 Power of Authority to issue directions

Division 5 — Voluntary Transfer of Business of Approved Exchange or Recognised Market

Operator
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46AA Interpretation of this Division

46AAA Voluntary transfer of business

46AAB Approval of transfer

Part IIA TRADE REPOSITORIES

46A Objectives of this Part

46B Interpretation of this Part

Division 1 — Licensing of Trade Repositories

46C Holding out as licensed trade repository or licensed foreign trade repository

46D Application for licence

46E Power of Authority to grant trade repository licence or foreign trade repository licence

46F Annual fees payable by licensed trade repository or licensed foreign trade repository

46G Cancellation of trade repository licence or foreign trade repository licence

46H Power of Authority to revoke trade repository licence or foreign trade repository licence

Division 2 — Regulation of Licensed Trade Repositories

Subdivision 1 Obligations of licensed trade repositories

46I General obligations

46J Obligation to manage risks prudently

46K Obligation to notify Authority of certain matters

46L Obligation to maintain proper records

46M Obligation to submit periodic reports

46N Obligation to assist Authority

46O Obligation to maintain confidentiality

46P Penalties under this Subdivision

Subdivision 2 Rules of licensed trade repositories

46Q Business rules of licensed trade repositories

46R Business rules of licensed trade repositories have effect as contract

46S Power of court to order observance or enforcement of business rules

46T Non-compliance with business rules not to substantially affect rights of person

Subdivision 3 Matters requiring approval of Authority

46U Control of substantial shareholding in licensed trade repository

46V Approval of chairman, chief executive officer, director and key persons

Subdivision 4 Powers of Authority

46W (Repealed)

46X Additional powers of Authority in respect of auditors

46Y Emergency powers of Authority

46Z Power of Authority to remove officers of licensed trade repository

Subdivision 5 Immunity

46ZA Immunity from criminal or civil liability

Division 3 — Regulation of Licensed Foreign Trade Repositories
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46ZB General obligations

46ZC Obligation to manage risks prudently

46ZD Obligation to notify Authority of certain matters

46ZE Obligation to maintain proper records

46ZF Obligation to submit periodic reports

46ZG Obligation to assist Authority

46ZH Obligation to maintain confidentiality

46ZI Penalties under this Division

Division 4 — General Powers of Authority

46ZIA Interpretation of sections 46ZIA to 46ZIF

46ZIB Action by Authority if licensed trade repository unable to meet obligations, etc.

46ZIC Effect of assumption of control under section 46ZIB

46ZID Duration of control

46ZIE Responsibilities of officers, member, etc., of licensed trade repository

46ZIF Remuneration and expenses of Authority and others in certain cases

46ZJ Power of Authority to make regulations

46ZK Power of Authority to issue directions

46ZL Power of Authority to exempt licensed trade repository or licensed foreign trade repository from provisions of this Part

Division 5 — Voluntary Transfer of Business of Licensed Trade Repository or Licensed Foreign

Trade Repository

46ZM Interpretation of this Division

46ZN Voluntary transfer of business

46ZO Approval of transfer

Part III CLEARING FACILITIES

47 Objectives of this Part

48 Interpretation of this Part

Division 1 — Establishment of Clearing Facilities

49 Requirement for approval or recognition

50 Application for approval or recognition

51 Power of Authority to approve or recognise clearing house

52 General criteria to be taken into account by Authority

53 Annual fees payable by approved clearing house or recognised clearing house

54 Change in status

55 Cancellation of approval or recognition

56 Power of Authority to revoke approval and recognition

Division 2 — Regulation of Approved Clearing Houses

Subdivision 1 Obligations of approved clearing houses

57 General obligations

58 Obligation to notify Authority of certain matters

59 Obligation to manage risks prudently, etc.

60 Obligation in relation to customers’ money and assets held by approved clearing house
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61 Obligation to maintain proper records

62 Obligation to submit periodic reports

63 Obligation to assist Authority

64 Obligation to maintain confidentiality

65 Penalties under this Subdivision

Subdivision 2 Rules of approved clearing houses

66 Business rules of approved clearing houses

67 Business rules of approved clearing houses have effect as contract

68 Power of court to order observance or enforcement of business rules

69 Non-compliance with business rules not to substantially affect rights of person

Subdivision 3 Matters requiring approval of Authority

70 Control of substantial shareholding in approved clearing house

71 Approval of chairman, chief executive officer, director and key persons

72 Listing of approved clearing houses on securities market

73 Additional powers of Authority in respect of auditors

Subdivision 4 Immunity

74 Immunity from criminal or civil liability

Division 3 — Regulation of Recognised Clearing Houses

75 General obligations

76 Obligation to notify Authority of certain matters

77 Obligation in relation to customers’ money and assets held by recognised clearing house

78 Obligation to maintain proper records

79 Obligation to submit periodic reports

80 Obligation to assist Authority

81 Obligation to maintain confidentiality

81A Penalties under this Division

Division 4 — Insolvency

81B Application of this Division

81C Proceedings of approved clearing house or recognised clearing house shall take precedence over law of insolvency

81D Supplementary provisions as to default proceedings

81E Duty to report on completion of default proceedings

81F Net sum payable on completion of default proceedings

81G Disclaimer of onerous property, rescission of contracts, etc.

81H Adjustment of prior transactions

81I Right of relevant office holder to recover certain amounts arising from certain transactions

81J Application of market collateral not affected by certain other interest, etc.

81K Enforcement of judgments over property subject to market charge, etc.

81L Law of insolvency in other jurisdictions

81M Participant to be party to certain transactions as principal

81N Preservation of rights, etc.

81O Immunity from criminal or civil liability
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Division 5 — General Powers of Authority

81P Power of Authority to remove officers

81Q Power of Authority to make regulations

81R Power of Authority to issue directions

81S Emergency powers of Authority

81SA Interpretation of sections 81SA to 81SAE

81SAA Action by Authority if approved clearing house or recognised clearing house unable to meet obligations, etc.

81SAB Effect of assumption of control under section 81SAA

81SAC Duration of control

81SAD Responsibilities of officers, member, etc., of approved clearing house or recognised clearing house

81SAE Remuneration and expenses of Authority and others in certain cases

81SB Power of Authority to exempt approved clearing house or recognised clearing house from provisions of this Part

Division 6 — Voluntary Transfer of Business of Approved Clearing House or Recognised

Clearing House

81SC Interpretation of this Division

81SD Voluntary transfer of business

81SE Approval of transfer

Part IIIA APPROVED HOLDING COMPANIES

81T Objectives of this Part

Division 1 — Establishment of Approved Holding Companies

81U Requirement for approval

81V Application for approval

81W Power of Authority to approve holding companies

81X Annual fees payable by approved holding company

81Y Cancellation of approval

81Z Power of Authority to revoke approval

Division 2 — Regulation of Approved Holding Companies

81ZA Obligation to notify Authority of certain matters

81ZB Obligation to submit periodic reports

81ZC Obligation to assist Authority

81ZD Obligation to maintain confidentiality

81ZE Control of substantial shareholding in approved holding companies

81ZF Approval of chairman, chief executive officer, director and key persons

81ZG Listing of approved holding companies on securities market

81ZGA Information of insolvency, etc.

81ZGB Interpretation of sections 81ZGB to 81ZGG

81ZGC Action by Authority if approved holding company unable to meet obligations, etc.

81ZGD Effect of assumption of control under section 81ZGC

81ZGE Duration of control

81ZGF Responsibilities of officers, member, etc., of approved holding company

81ZGG Remuneration and expenses of Authority and others in certain cases

81ZH Additional powers of Authority in respect of auditors
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81ZI Power of Authority to exempt approved holding company from provisions of this Part

81ZJ Power of Authority to remove officers

81ZK Power of Authority to make regulations

81ZL Power of Authority to issue directions

Division 3 — Voluntary Transfer of Business of Approved Holding Company

81ZM Interpretation of this Division

81ZN Voluntary transfer of business

81ZO Approval of transfer

Part IV HOLDERS OF CAPITAL MARKETS SERVICES LICENCE AND REPRESENTATIVES

Division 1 — Capital Markets Services Licence

82 Need for capital markets services licence

83 (Repealed)

84 Application for grant of capital markets services licence

85 Licence fee

86 Grant of capital markets services licence

87 (Repealed)

87A (Repealed)

88 Power of Authority to impose conditions or restrictions

89 (Repealed)

90 Variation of capital markets services licence

91 Deposit to be lodged in respect of capital markets services licence

92 False statements in relation to application for grant or variation of capital markets services licence

93 Notification of change of particulars

94 Records of holders of capital markets services licence

95 Lapsing, revocation and suspension of capital markets services licence

96 Approval of chief executive officer and director of holder of capital markets services licence

97 Removal of officer of holder of capital markets services licence

97A Control of take-over of holder of capital markets services licence

97B Objection to control of holder of capital markets services licence

97C Information of insolvency, etc.

97D Interpretation of sections 97D to 97I

97E Action by Authority if holder of capital markets services licence unable to meet obligations, etc.

97F Effect of assumption of control under section 97E

97G Duration of control

97H Responsibilities of officers, member, etc., of holder of capital markets services licence

97I Remuneration and expenses of Authority and others in certain cases

98 Appeals

99 Exemptions from requirement to hold capital markets services licence

99A Annual fees payable by exempt person and certain representatives

Division 1A — Voluntary Transfer of Business of Holder of Capital Markets Services Licence

99AA Interpretation of this Division

99AB Voluntary transfer of business
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99AC Approval of transfer

Division 2 — Representatives

99B Acting as representative

99C Records and public register of representatives

99D Appointed representative

99E Provisional representative

99F Temporary representative

99G Offences

99H Lodgment of documents

99I Exemption

99J Representative to act for only one principal

99K Lodgment and fees

99L Additional regulated activity

99M Power of Authority to refuse entry or revoke or suspend status of appointed, provisional or temporary representative

99N Power of Authority to impose conditions or restrictions

99O False statements in relation to notification of appointed, provisional or temporary representative

99P Appeals

Division 3 — General

100 Power of Authority to make regulations

101 Power of Authority to issue written directions

101A Power of Authority to make prohibition orders

101B Effect of prohibition orders

101C Variation or revocation of prohibition orders

101D Date and effect of prohibition orders

Part V BOOKS, CUSTOMER ASSETS AND AUDIT

Division 1 — Books

102 Keeping of books and furnishing of returns

103 Penalties under this Division

Division 2 — Customer Assets

103A Interpretation of this Division

104 Handling of customer assets

104A Non-availability of customer money and other assets for payment of debt

105 Penalties under this Division

Division 3 — Audit

106 Appointment of auditors

107 Lodgment of annual accounts, etc.

108 Reports by auditor to Authority in certain cases

109 Power of Authority to appoint auditor

110 Power of auditors appointed by Authority

111 Offence to destroy, conceal, alter, etc., books

112 Safeguarding of books
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113 Restriction on auditor’s and employee’s right to communicate certain matters

114 Exchanges, etc., may impose additional obligations on members

115 Additional powers of Authority in respect of auditors

116 Defamation

Part VI CONDUCT OF BUSINESS

Division 1 — General

117 (Repealed)

118 (Repealed)

119 (Repealed)

120 (Repealed)

121 (Repealed)

122 (Repealed)

123 Power of Authority to make regulations

Part VIA REPORTING OF DERIVATIVES CONTRACTS

124 Interpretation of this Part

125 Reporting of specified derivatives contracts

126 Power of Authority to obtain information

127 Directions on alternative reporting arrangements

128 Compliance with laws and practices of relevant reporting jurisdiction

129 Power of Authority to make regulations

129A Exemption from section 125

Part VIB CLEARING OF DERIVATIVES CONTRACTS

129B Interpretation of this Part

129C Clearing of specified derivatives contracts

129D Power of Authority to obtain information

129E Directions on alternative clearing arrangements

129F Compliance with laws and practices of relevant clearing jurisdiction

129G Power of Authority to make regulations

129H Exemption from section 129C

Part VII DISCLOSURE OF INTERESTS

Division 1 — Disclosure of Interest in Corporation

130 Application and interpretation of this Division

131 Persons obliged to comply with this Division and power of Authority to grant exemption or extension

132 Authority may extend scope of Division in certain circumstances

Subdivision 1 Disclosure by directors and chief executive officer of corporation

133 Duty of director or chief executive officer to notify corporation of his interests

134 Penalties under this Subdivision

Subdivision 2 Disclosure by substantial shareholders in corporation

135 Duty of substantial shareholder to notify corporation of his interests

136 Duty of substantial shareholder to notify corporation of change in interests
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137 Duty of person who ceases to be substantial shareholder to notify corporation

137A Beneficial owner to ensure notification by person who holds, acquires or disposes of interests on his behalf

137B Notification by person who holds, acquires or disposes of interests for benefit of another person

137C Corporation to keep register of substantial shareholders

137D Penalties under this Subdivision

137E Powers of court with respect to non-compliance by substantial shareholders

137F Power of corporation to require disclosure of beneficial interest in its voting shares

Subdivision 3 Disclosure by corporation

137G Duty of corporation to make disclosure

Division 2 — Disclosure of Interest in Business Trust and Interest in Trustee-Manager of

Business Trust

137H Application and interpretation of this Division

137I Persons obliged to comply with this Division and power of Authority to grant exemption or extension

Subdivision 1 Disclosure by substantial unitholders of business trust

137J Duty of substantial unitholder to notify trustee-manager of his interests

137K Trustee-manager to keep register of substantial unitholders

137L Powers of court with respect to non-compliance by substantial unitholders

137M Power of trustee-manager to require disclosure of beneficial interest in voting units

Subdivision 2 Disclosure by directors and chief executive officer of trustee-manager of business

trust

137N Duty of director and chief executive officer of trustee-manager to notify his interests

137O Penalties under this Subdivision

Subdivision 3 Disclosure by holders of voting shares in trustee-manager

137P Duty of holders of voting shares in trustee-manager to notify trustee-manager

137Q Penalties under this Subdivision

Subdivision 4 Disclosure by trustee-manager

137R Duty of trustee-manager of business trust to make disclosure

Division 3 — Disclosure of Interests in Real Estate Investment Trust and Interests in Shares of

Responsible Person

137S Application and interpretation of this Division

137T Persons obliged to comply with Division and power of Authority to grant exemption or extension

Subdivision 1 Disclosure by substantial unitholders of real estate investment trust

137U Duty of substantial unitholder to notify trustee and responsible person of his interests

137V Trustee to keep register of substantial unitholders

137W Powers of court with respect to non-compliance by substantial unitholders

137X Power of trustee to require disclosure of beneficial interest in voting units

Subdivision 2 Disclosure by directors and chief executive officer of responsible person

137Y Duty of director and chief executive officer of responsible person to notify his interests

137Z Penalties under this Subdivision
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Subdivision 3 Disclosure by holders of voting shares in responsible person

137ZA Duty of holders of voting shares in responsible person to notify responsible person

137ZB Penalties under this Subdivision

Subdivision 4 Disclosure by responsible person

137ZC Duty of responsible person for real estate investment trust to make disclosure

Division 4 — Civil Penalty

137ZD Civil penalty

137ZE Action under section 137ZD not to commence, etc., in certain situations

137ZF Jurisdiction of District Court

137ZG Rules of Court

Part VIII SECURITIES INDUSTRY COUNCIL AND TAKE-OVER OFFERS

138 Securities Industry Council

139 Take-over Code

140 Offences relating to take-over offers

Part IX SUPERVISION AND INVESTIGATION

Division 1 — Supervisory Powers

Subdivision 1 Powers of Authority to require disclosure of information about securities and

futures contracts

141 Interpretation of this Subdivision

142 Acquisition and disposal of securities or futures contracts, etc.

143 Exercise of certain powers in relation to securities

144 Exercise of certain powers in relation to futures contracts

145 Self-incrimination

146 Savings for advocates and solicitors

147 Immunities

148 Offences

149 Copies of or extracts from documents to be admitted in evidence

Subdivision 2 Inspection powers of Authority

150 Inspection by Authority

150A Confidentiality of inspection reports

Subdivision 3 Inspection powers of foreign regulatory authority

150B Inspection by foreign regulatory authority

150C Confidentiality of inspection report by foreign regulatory authority

Division 2 — Power of Minister to Appoint Inspector for Investigating Dealings in Securities, etc.

151 Power of Minister to appoint inspectors

Division 3 — Investigative Powers of Authority

Subdivision 1 General

152 Investigation by Authority
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152A Confidentiality of investigation reports

153 Self-incrimination and savings for advocates and solicitors

Subdivision 2 Examination of persons

154 Requirement to appear for examination

155 Proceedings at examination

156 Requirements made of examinee

157 Examination to take place in private

158 Record of examination

159 Giving copies of record to other persons

160 Copies given subject to conditions

161 Record to accompany report

162 Offences under this Subdivision

Subdivision 3 Powers to obtain information

163 Power of Authority to order production of books

163A Power to enter premises without warrant

164 Warrant to seize books, etc.

165 Powers where books are produced or seized

166 Powers where books not produced

167 Copies of or extracts from books to be admitted in evidence

168 Offences under this Division

Division 4 — Transfer of Evidence

168A Interpretation of this Division

168B Evidence obtained by Authority may be used in criminal investigations and proceedings

168C Evidence obtained in police investigations may be used in civil proceedings

Part X ASSISTANCE TO FOREIGN REGULATORY AUTHORITIES

169 Interpretation of this Part

170 Conditions for provision of assistance

171 Other factors to consider for provision of assistance

172 Assistance that may be rendered

173 Offences under this Part

174 Immunities

Part XI INVESTOR COMPENSATION SCHEME

175 Interpretation of this Part

176 Establishment of fidelity fund

177 Moneys constituting fidelity fund

178 Fund to be kept in separate bank account

179 Payments out of fidelity fund

180 Accounts of fund

181 Fidelity fund to consist of amount of $20 million, etc.

182 Provisions if fund is reduced below minimum amount

183 Levy to meet liabilities
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184 Power of approved exchange to make advances to fund

185 Investment of fund

186 Application of fund

187 Claims against fund

188 Notice calling for claims against fund

189 Power of approved exchange to settle claims

190 Power of approved exchange to require production of evidence

191 Subrogation of approved exchange to rights, etc., of claimant upon payment from fund

192 Payment of claims only from fund

193 Provision where fund insufficient to meet claims or where claims exceed total amount payable

194 Power of approved exchange to enter into contracts of insurance

195 Application of insurance moneys

Part XII MARKET CONDUCT

Division 1 — Prohibited Conduct — Securities

196 Application of this Division

196A Interpretation of this Division

197 False trading and market rigging transactions

198 Securities market manipulation

199 False or misleading statements, etc.

200 Fraudulently inducing persons to deal in securities

201 Employment of manipulative and deceptive devices

202 Dissemination of information about illegal transactions

203 Continuous disclosure

204 Penalties under this Division

Division 2 — Prohibited Conduct — Futures Contracts, Leveraged Foreign Exchange Trading

205 Application of this Division

206 False trading

207 Bucketing

208 Manipulation of price of futures contract and cornering

209 Fraudulently inducing persons to trade in futures contracts

210 Employment of fraudulent or deceptive devices, etc.

211 Dissemination of information about illegal transactions

212 Penalties under this Division

Division 3 — Insider Trading

213 Application of this Division

214 Interpretation of this Division

215 Information generally available

216 Material effect on price or value of securities

217 Trading and procuring trading in securities

218 Prohibited conduct by connected person in possession of inside information

219 Prohibited conduct by other persons in possession of inside information

220 Not necessary to prove intention to use
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221 Penalties under this Division

222 Exception for redemption of units in collective investment scheme

223 Exception for underwriters

224 Exception for purchase pursuant to legal requirement

225 Exception for information communicated pursuant to legal requirement

226 Attribution of knowledge within corporations

227 Attribution of knowledge within partnerships and limited liability partnerships

228 Exception for knowledge of person’s own intentions or activities

229 Exception for corporations and its officers, etc.

230 Unsolicited transactions by holder of capital markets services licence and representatives

231 Parity of information defences

Division 4 — Civil Liability

232 Civil penalty

233 Action under section 232 not to commence, etc., in certain situations

234 Civil liability

235 Action under section 234 not to commence, etc., in certain situations

236 Civil liability in event of conviction, etc.

Division 5 — Attributed Liability

236A Interpretation of this Division

Subdivision 1 Corporations

236B Liability of corporation when employee or officer commits contravention with consent or connivance of corporation

236C Civil penalty when corporation fails to prevent or detect contravention by employee or officer

236D Civil liability of corporation for contravention by employee or officer

Subdivision 2 Partnerships and limited liability partnerships

236E Liability of partnership and limited liability partnership when partner, etc., commits contravention with consent or

connivance

236F Civil penalty when partnership or limited liability partnership fails to prevent or detect contravention by partner, etc.

236G Civil liability of partnership or limited liability partnership for contravention by partner, etc.

Subdivision 3 Officers, partners, etc., of entities

236H Civil penalty against officer of corporation, etc.

236I Civil liability of officer of corporation, etc.

Subdivision 4 General

236J Actions not to commence or stayed in certain situations

236K Civil liability in event of conviction or civil penalty

236L Order for disgorgement against third party

Division 6 — Miscellaneous

237 Jurisdiction of District Court

238 Rules of Court

Part XIII OFFERS OF INVESTMENTS

Division 1 — Shares and Debentures
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Subdivision 1 Interpretation

239 Preliminary provisions

239A Authority may disapply this Division to certain offers

239B Modification of provisions to certain offers

Subdivision 2 Prospectus requirements

240 Requirement for prospectus and profile statement, where relevant

240A Debenture issuance programme

241 Lodging supplementary document or replacement document

242 Stop order for prospectus and profile statement

243 Contents of prospectus

244 (Repealed)

245 Retention of over-subscriptions and statement of asset-backing in debenture issues

246 Contents of profile statement

247 Exemption from requirements as to form or content of prospectus or profile statement

248 Exemption for certain governmental and international entities as regards signing of copy of prospectus or profile statement

by all directors or equivalent persons

249 Expert’s consent to issue of prospectus or profile statement containing statement by him

249A Consent of issue manager and underwriter to being named in prospectus or profile statement

250 Duration of validity of prospectus and profile statement

251 Restrictions on advertisements, etc.

252 Persons liable on prospectus or profile statement to inform person making offer about certain deficiencies

253 Criminal liability for false or misleading statements

254 Civil liability for false or misleading statements

255 Defences

256 (Repealed)

257 Document containing offer of securities for sale deemed prospectus

258 Application and moneys to be held in trust in separate bank account until allotment

259 Allotment of securities where prospectus indicates application to list on securities exchange

260 Prohibition of allotment unless minimum subscription received

Subdivision 3 Debentures

261 Preliminary provisions

262 Offer of asset-backed securities

263 (Repealed)

264 (Repealed)

265 Power of court in relation to certain irredeemable debentures

266 Duties of trustees

267 Powers of trustee to apply to court for directions, etc.

267A Right of Authority, securities exchange and holders of debentures to apply to court for order

268 Obligations of borrowing entity

269 Obligation of guarantor entity to furnish information

270 Loans and deposits to be immediately repayable on certain events

271 Liability of trustees for debenture holders

Subdivision 4 Exemptions
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272 Issue or transfer of securities for no consideration

272A Small offers

272B Private placement

273 Offer made under certain circumstances

274 Offer made to institutional investors

275 Offer made to accredited investors and certain other persons

276 Offer of securities acquired pursuant to section 274 or 275

277 Offer made using offer information statement

278 Offer in respect of international debentures

279 Offer of debentures made by Government or international financial institutions

280 Making offer using automated teller machine or electronic means

281 Revocation of exemption

282 Transactions under exempted offers subject to Division 2 of Part XII of Companies Act and Part XII of this Act

Division 1A — Business Trusts

Subdivision 1 Interpretation

282A Preliminary provisions

282B Division not to apply to certain business trusts which are collective investment schemes

282BA Modification of provisions to certain offers

Subdivision 2 Prospectus requirements

282C Requirement for prospectus and profile statement, where relevant

282D Lodging supplementary document or replacement document

282E Stop order for prospectus and profile statement

282F Contents of prospectus

282G Contents of profile statement

282H Exemption from requirements as to form or content of prospectus or profile statement

282I Expert’s consent to issue of prospectus or profile statement containing statement by him

282J Consent of issue manager and underwriter to being named in prospectus or profile statement

282K Duration of validity of prospectus and profile statement

282L Restrictions on advertisements, etc.

282M Persons liable on prospectus or profile statement to inform person making offer about certain deficiencies

282N Criminal liability for false or misleading statements

282O Civil liability for false or misleading statements

282P Defences

282Q Document containing offer of units or derivatives of units for sale deemed prospectus

282R Application and moneys to be held in trust in separate bank account until allotment

282S Allotment of units or derivatives of units where prospectus indicates application to list on securities exchange

282T Prohibition of allotment unless minimum subscription received

Subdivision 2A Recognised business trusts

282TA Power of Authority to recognise business trusts constituted outside Singapore

282TB Power of Authority to impose conditions or restrictions

282TC Revocation, suspension or withdrawal of recognition

Subdivision 3 Exemptions
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282U Issue or transfer of units or derivatives of units for no consideration

282V Small offers

282W Private placement

282X Offer made under certain circumstances

282Y Offer made to institutional investors

282Z Offer made to accredited investors and certain other persons

282ZA Offer of securities acquired pursuant to section 282Y or 282Z

282ZAA Offer of units converted from debentures

282ZB Offer made using offer information statement

282ZC Making offer using automated teller machine or electronic means

282ZD Revocation of exemption

282ZE Transactions under exempted offers subject to Division 2 of Part XII of Companies Act and Part XII of this Act

Subdivision 4 Debentures

282ZF Applicability of provisions relating to prospectus requirements

Division 2 — Collective Investment Schemes

Subdivision 1 Interpretation

283 Interpretation of this Division

283A Use of term "real estate investment trust"

284 Code on Collective Investment Schemes

284A Authority may disapply this Division to certain offers and invitations

284B Division not to apply to certain collective investment schemes which are business trusts

284C Modification of provisions to certain offers

Subdivision 2 Authorisation and recognition

285 Requirement for authorisation or recognition

286 Authorised schemes

287 Recognised schemes

288 Revocation, suspension or withdrawal of authorisation or recognition

289 Approval of trustees

290 Inspection of approved trustees

291 Duty of trustees to furnish Authority with such return and information as Authority requires

292 Liability of trustees

292A Disqualification or removal of director or executive officer

292B Information of insolvency, etc.

292C Interpretation of sections 292C to 292H

292D Action by Authority if approved trustee unable to meet obligations, etc.

292E Effect of assumption of control under section 292D

292F Duration of control

292G Responsibilities of officers, member, etc., of approved trustee

292H Remuneration and expenses of Authority and others in certain cases

293 Authority may issue directions

294 Service

295 Winding up
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295A Power to acquire units of participants of real estate investment trust in certain circumstances

295B Unclaimed money to be paid to Official Receiver

295C Remedies in cases of oppression or injustice

Subdivision 2A Voluntary transfer of business of approved trustee

295D Interpretation of this Subdivision

295E Voluntary transfer of business

295F Approval of transfer

Subdivision 3 Prospectus requirements

296 Requirement for prospectus and profile statement, where relevant

297 Stop order for prospectus and profile statement

298 Lodging supplementary document or replacement document

299 Duration of validity of prospectus and profile statement

300 Restrictions on advertisements, etc.

301 Issue of units where prospectus indicates application to list on securities exchange

302 Application of provisions relating to securities

Subdivision 4 Exemptions

302A Issue or transfer for no consideration

302B Small offers

302C Private placement

303 Offer or invitation made under certain circumstances

304 Offer made to institutional investors

304A First sale of units acquired pursuant to section 304

305 Offer made to accredited investors and certain other persons

305A First sale of units acquired pursuant to section 305

305B Offer made using offer information statement

305C Making offer using automated teller machine or electronic means

306 Power of Authority to exempt

307 Revocation of exemption

308 Transactions under exempted offers subject to Division 2 of Part XII of Companies Act and Part XII of this Act

Division 3 — Securities Hawking

309 Securities hawking prohibited

Part XIV APPEALS

310 Appeals to Minister

311 Appeal Advisory Committees

312 Disclosure of information

313 Regulations for purposes of this Part

Part XV MISCELLANEOUS

314 (Repealed)

315 (Repealed)

316 Opportunity to be heard

317 Records
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318 Size, durability and legibility of records delivered to Authority

318A Translation of instruments

319 Supply of magnetic tapes — exclusion of liability for errors or omissions

320 Appointment of assistants

321 Codes, guidelines, etc., by Authority

322 Power of Authority to publish information

323 (Repealed)

324 Power of court to prohibit payment or transfer of moneys, securities, etc.

325 Power of court to make certain orders

326 Injunctions

327 Criminal jurisdiction of District Court

328 Falsification of records by officer, employee or agent of relevant person

329 Duty not to furnish false information to Authority

330 Duty not to furnish false statements to securities exchange, futures exchange, licensed trade repository, approved clearing

house, recognised clearing house and Securities Industry Council

331 Corporate offenders and unincorporated associations

332 Offences by officers

333 Penalties for corporations

334 Power of Authority to reprimand for misconduct

335 General penalty

336 Proceedings with consent of Public Prosecutor and power to compound offences

337 Exemption

338 Power to make regulations giving effect to treaty, etc., relating to securities or futures

339 Extra-territoriality of Act

340 Amendment of Schedules

341 Regulations

342 Regulations to apply Act to persons and matters previously regulated under Commodity Trading Act

FIRST SCHEDULE Market

SECOND SCHEDULE Regulated Activities

THIRD SCHEDULE Specified Persons

FOURTH SCHEDULE Specified Provisions

Legislative Source Key

Legislative History

Comparative Table

SECURITIES «AND «FUTURES «ACT

(CHAPTER 289)

(Original Enactment: «Act 42 of 2001)

REVISED EDITION 2006

(1st April 2006)

An «Act relating to the regulation of activities «and institutions in the «securities, «futur es
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(i)

(A)

(ii)

(a)

«and derivatives industry, including leveraged foreign exchange trading, «and of clearing

facilities, «and for matters connected therewith.

[1st January 2002: Parts I, VIII, IX, X «and XV (except section 314), First «and Second

Schedules ;

1st July 2002: Parts XIII «and XIV ;

1st October 2002: Parts II to VII, XI «and XII, section 314 «and Third Schedule ]

PART I

PRELIMINARY

Short title

1.  This «Act may be cited as the «Securities «and «Futur es «Act.

Inter pr etation

2.—(1)  In this «Act, unless the context otherwise requires —

“advising on corporate finance” has the meaning given to it in the Second Schedule;

“advocate «and solicitor” means an advocate «and solicitor of the Supreme Court or a

foreign lawyer as defined in section 2(1) of the Legal Profession «Act (Cap. 161);

“appointed representative”, in respect of a type of regulated activity, has the meaning

given to that expression in section 99D, «and “appointed representative” means an

appointed representative in respect of any type of regulated activity;

“approved clearing house” means a corporation that is approved by the Authority under

section 51(1)(a) as an approved clearing house;

“approved exchange” means a corporation that is approved by the Authority under

section 8(1) as an approved exchange;

“approved holding company” means a corporation that is approved by the Authority

under section 81W as an approved holding company;

“auditor” means a public accountant who is registered or deemed to be registered under

the Accountants «Act (Cap. 2) «and, in Divisions 1 «and 1A of Part XIII, when used

in relation to an entity not being a company, includes —

a person who is duly registered, licensed, approved or otherwise authorised to

practise as an auditor (such practice to include the issue of any opinion, report

or other document on the audit of any financial statement) —

under the laws of the place where the entity is formed or constituted; or

under the laws of the place of his practice, if the auditing standards that

are or will be applied to the financial statements of the entity are —

auditing standards commonly applied in that place; or

[«Act 34 of 2012 wef 01/08/2013]

[«Act 34 of 2012 wef 18/03/2013]

[2/2009 wef 26/11/2010]

[«Act 34 of 2012 wef 01/08/2013]
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(B)

(b)

(a)

(b)

(i)

(a)

international auditing standards (by whatever name called); or

such other person as may be approved by the Authority in any particular case to

be an auditor for such entity;

“Authority” means the Monetary Authority of Singapore established under the Monetary

Authority of Singapore «Act (Cap. 186);

“book” includes any record, register, document or other record of information, «and any

account or accounting record, however compiled, recorded or stored, whether in

written or printed form or on microfilm or in any other electronic form or otherwise;

“business rules”, in relation to an approved holding company, a «securities exchange, a

«futur es exchange, a recognised market operator, a licensed trade repository, a

licensed foreign trade repository, an approved clearing house or a recognised clearing

house, means the rules, regulations, by-laws or such similar body of statements, by

whatever name called, that govern the activities «and conduct of —

the approved holding company, «securities exchange, «futur es exchange,

recognised market operator, approved clearing house or recognised clearing

house «and its members, or the licensed trade repository or licensed foreign

trade repository «and its participants; «and

other persons in relation to it,

whether or not those rules, regulations, by-laws or similar body of statements are

made by the approved holding company, «securities exchange, «futur es exchange,

recognised market operator, licensed trade repository, licensed foreign trade

repository, approved clearing house or recognised clearing house or are contained in

its constituent documents;  but does not include the listing rules of a «securities

exchange or recognised market operator (which is an overseas «securities exchange);

“business trust” has the same meaning as in section 2 of the Business Trusts «Act (Cap.

31A);

“capital markets products” means any «securities, «futur es contracts, contracts or

arrangements for the purposes of foreign exchange trading, contracts or arrangements

for the purposes of leveraged foreign exchange trading, «and such other products as

the Authority may prescribe as capital markets products;

“capital markets services licence” means a licence that is granted by the Authority under

section 86 to a person to carry on a business in any regulated activity;

“chairman” means a chairman of a board of directors;

“chief 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 or the holder

of a capital markets services licence, means any person, by whatever name

called, who is —

in the direct employment of, or acting for or by arrangement with, the

approved exchange, recognised market operator, licensed trade

[«Act 34 of 2012 wef 01/08/2013]
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(ii)

(b)

(i)

(ii)

(iii)

(a)

(b)

(A)

(i)

(a)

repository, licensed foreign trade repository, approved clearing house,

recognised clearing house, approved holding company or holder of a

capital markets services licence, as the case may be; «and

principally responsible for the management «and conduct of the

business of the approved exchange, recognised market operator,

licensed trade repository, licensed foreign trade repository, approved

clearing house, recognised clearing house, approved holding company

or holder of a capital markets services licence, as the case may be, in

Singapore; or

in relation to a corporation (other than one referred to in paragraph (a)), means

any person, by whatever name called, who is in the direct employment of, or

acting for or by arrangement with, the corporation, «and who is principally

responsible for the management «and conduct of the business of the

corporation;

“clearing facility” has the meaning given to it in Part II of the First Schedule;

“clearing or settlement” has the meaning given to it in Part II of the First Schedule;

“closed-end fund” means an arrangement referred to in paragraph (a) or (b) of the

definition of “collective investment scheme” under which units that are issued are

exclusively or primarily non-redeemable at the election of the holders of units, but

does not include —

an arrangement referred to in paragraph (a) of that definition —

which is a trust;

which invests primarily in real estate «and real estate-related assets

specified by the Authority in the Code on Collective Investment

Schemes; «and

all or any units of which are listed for quotation on a «securities

exchange; or

an arrangement referred to in paragraph (a) of that definition which is, or which

belongs to a class or description of arrangements which is, specified by the

Authority, by notification published in the Gazette, to be an arrangement that is

not a closed-end fund, or a class or description of arrangements that are not

closed-end funds, as the case may be;

“Code on Collective Investment Schemes” means the Code on Collective Investment

Schemes referred to in section 284 which is issued by the Authority under

section 321(1);

“collective investment scheme” means —

an arrangement in respect of any property —

under which —

the participants do not have day-to-day control over the

[«Act 34 of 2012 wef 01/08/2013]

[2/2009 wef 29/07/2009]

[«Act 34 of 2012 wef 18/03/2013]
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(B)

(ii)

(A)

(B)

(iii)

(b)

(i)

(ii)

(iii)

(A)

(B)

(iv)

(A)

(iva)

management of the property, whether or not they have the

right to be consulted or to give directions in respect of such

management; «and

the property is managed as a whole by or on behalf of a

manager;

under which the contributions of the participants «and the profits or

income from which payments are to be made to them are pooled; «and

the purpose or effect, or purported purpose or effect, of which is to

enable the participants (whether by acquiring any right, interest, title or

benefit in the property or any part of the property or otherwise) —

to participate in or receive profits, income, or other payments

or returns arising from the acquisition, holding, management

or disposal of, the exercise of, the redemption of, or the expiry

of, any right, interest, title or benefit in the property or any part

of the property; or

to receive sums paid out of such profits, income, or other

payments or returns; or

an arrangement which is an arrangement, or is of a class or description of

arrangements, specified by the Authority as a collective investment scheme by

notice published in the Gazette,

but does not include —

an arrangement operated by a person otherwise than by way of business;

an arrangement under which each of the participants carries on a business other

than investment business «and enters into the arrangement solely incidental to

that other business;

an arrangement under which each of the participants is a related corporation of

the manager;

an arrangement made by or on behalf of an entity solely for the benefit of

persons, each of whom is —

a bona fide director or equivalent person, a former director or

equivalent person, a consultant, an adviser, an employee or a former

employee of that entity or, where that entity is a corporation, a related

corporation of that entity; or

a spouse, widow or widower, or a child, adopted child or step-child

below the age of 18 years, of such director or equivalent person, former

director or equivalent person, employee or former employee;

an arrangement made by or on behalf of 2 or more entities solely for the benefit

of persons, each of whom is —

a bona fide director or equivalent person, a former director or

equivalent person, a consultant, an adviser, an employee or a former

employee of any of those entities or, where any of those entities is a
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(B)

(v)

(vi)

(vii)

(viii)

(ix)

(x)

(xi)

(xii)

(i)

(ii)

(a)

(b)

corporation, a related corporation of the entity which is a corporation;

or

a spouse, widow or widower, or a child, adopted child or step-child

below the age of 18 years, of such director or equivalent person, former

director or equivalent person, employee or former employee;

a franchise;

an arrangement under which money received by an advocate «and solicitor

from his client, whether as a stakeholder or otherwise, acting in his professional

capacity in the ordinary course of his practice, or under which money is

received by a statutory body as a stakeholder in the carrying out of its statutory

functions;

an arrangement made by any co-operative society registered under the Cooperative Societies «Act (Cap. 62) in accordance with the objects thereof solely

for the benefit of its members;

an arrangement made for the purposes of any chit fund permitted to operate

under the Chit Funds «Act (Cap. 39);

an arrangement arising out of a life policy within the meaning of the Insurance

«Act (Cap. 142);

a closed-end fund constituted either as an entity or a trust;

[Deleted by «Act 31/2004]

an arrangement which is an arrangement, or is of a class or description of

arrangements, specified by the Authority as not constituting a collective

investment scheme by notice published in the Gazette;

“commodity” means gold or any produce, item, goods, article or financial instrument,

«and includes an index, right or interest in such commodity other than a financial

instrument; «and such other index, right or interest of any nature as the Authority

may, by notification in the Gazette, prescribe to be a commodity;

“company” has the same meaning as in section 4(1) of the Companies «Act (Cap. 50);

“connected person”, in relation to —

an individual, means —

the individual’s spouse, son, adopted son, step-son, daughter, adopted

daughter, step-daughter, father, step-father, mother, step-mother,

brother, step-brother, sister or step-sister; «and

a firm, a limited liability partnership or a corporation in which the

individual or any of the persons mentioned in sub-paragraph (i) has

control of not less than 20% of the voting power in the firm, limited

liability partnership or corporation, whether such control is exercised

individually or jointly; or

a firm, a limited liability partnership or a corporation, means another firm,

[«Act 34 of 2012 wef 01/08/2013]

[35/2007 wef 27/02/2008]
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(i)

(A)

(B)

(C)

(ii)

(a)

(i)

(ii)

(iii)

(b)

(a)

(b)

limited liability partnership or corporation in which the first-mentioned firm,

limited liability partnership or corporation has control of not less than 20% of

the voting power in that other firm, limited liability partnership or corporation,

«and a reference in this «Act to a person connected to another person shall be

construed accordingly;

“corporation” has the same meaning as in section 4(1) of the Companies «Act (Cap. 50);

“customer” means —

in relation to a holder of a capital markets services licence —

for the purposes of Parts IV, VI, VII «and XV, a person on whose

behalf the holder carries on or will carry on any regulated activity; or

for the purposes of Part V, a person on whose behalf the holder carries

on or will carry on any regulated activity, or any other person with

whom the holder, as principal, enters or will enter into transactions —

for the sale or purchase of «securities;

for the sale or purchase of «futur es contracts; or

in connection with leveraged foreign exchange trading,

but does not include such person or class of persons as may be

prescribed; or

for the purposes of Part III «and the definition of “user”, a person on whose

behalf a member of an approved exchange, an approved clearing house or a

recognised clearing house, as the case may be, carries on any activity regulated

under this «Act, but does not include —

the member, with respect to dealings for the member’s own account;

any officer, director, employee or representative of the member; or

a related corporation of the member, with respect to accepted

instructions to deal for an account belonging to, «and maintained

wholly for the benefit of, that related corporation;

“dealing in «securities” has the meaning given to it in the Second Schedule;

“debenture”, except for the purposes of Part XIII, includes any debenture stock, bond,

note «and any other debt «securities issued by a corporation or any other entity,

whether constituting a charge or not, on the assets of the issuer but does not

include —

a cheque, letter of credit, order for the payment of money or bill of exchange; or

for the purposes of the application of this definition to a provision of this «Act

in respect of which any regulations made thereunder provide that the word

“debenture” does not include a prescribed document or a document included in

a prescribed class of documents, that document or a document included in that

class of documents, as the case may be;

[2/2009 wef 29/03/2010]

[«Act 34 of 2012 wef 01/08/2013]
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(i)

(ii)

(iii)

(iv)

(a)

(b)

(a)

(b)

(a)

(b)

“defalcation” means misapplication, including misappropriation, of any property;

“derivative”, in relation to a unit in a business trust, has the same meaning as in section 2

of the Business Trusts «Act (Cap. 31A);

“derivatives contract” —

means any of the following (not being any «securities or any «futur es

contract):

a forward contract;

an option contract;

a swap contract;

any contract, arrangement or transaction that is, or that belongs to a

class of contracts, arrangements or transactions that is, prescribed by

the Authority by regulations made under section 341 for the purposes

of this sub-paragraph; but

does not include any contract, arrangement or transaction that is, or that belongs

to a class of contracts, arrangements or transactions that is, prescribed by the

Authority by regulations made under section 341 for the purposes of this

paragraph;

[Deleted by «Act 34 of 2012 wef 01/08/2013]

“director” has the same meaning as in section 4(1) of the Companies «Act (Cap. 50);

“entity” includes a corporation, an unincorporated association, a partnership «and the

government of any state, but does not include a trust;

“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 —

in the direct employment of, or acting for or by arrangement with, the approved

exchange, recognised market operator, licensed trade repository, licensed

foreign trade repository, approved clearing house, recognised clearing house,

approved holding company, holder of a capital markets services licence, or

other corporation, as the case may be; «and

concerned with or takes part in the management of the approved exchange,

recognised market operator, licensed trade repository, licensed foreign trade

repository, approved clearing house, recognised 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;

“exempt market operator” means —

a corporation that is exempted under section 14(2);

a corporation declared under section 14(8) to be an exempt market operator; or

[«Act 34 of 2012 wef 01/08/2013]

[«Act 10 of 2013 wef 18/04/2013]
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(c)

(i)

(ii)

(iii)

(a)

(b)

(a)

(b)

a corporation operating a market included in a class of markets in relation to

which a declaration under section 14(9) is in force;

“exempt person” means a person who is exempted under section 99;

“financial instrument” includes any currency, currency index, interest rate, interest rate

instrument, interest rate index, share, share index, stock, stock index, debenture, bond

index, a group or groups of such financial instruments, «and any other thing that is

prescribed by the Authority by regulations made under section 341 for the purposes of

this definition;

“financial year” has the same meaning as in section 4(1) of the Companies «Act (Cap.

50);

“firm” has the same meaning as in section 2(1) of the Business Registration «Act (Cap.

32);

“foreign company” has the same meaning as in section 4(1) of the Companies «Act;

“foreign exchange trading” has the meaning given to it in the Second Schedule;

“forward contract” —

means a contract under which one party agrees to transfer title to a specified

underlying thing, or a specified quantity of a specified underlying thing, to

another party at a specified future time «and at a specified price payable at that

time, whether or not there is any intention —

to effect an actual delivery of the underlying thing;

to effect a settlement of any difference in the price or value of the

underlying thing or, if the contract relates to 2 or more underlying

things, of any difference in the price of one or more of the underlying

things; or

to effect a settlement determined with reference to the underlying thing

or, if the contract relates to 2 or more underlying things, determined

with reference to one or more of the underlying things; but

does not include a «futur es contract;

“franchise” means a written agreement or arrangement between 2 or more persons by

which —

a party (referred to in this definition as the franchisor) to the agreement or

arrangement authorises or permits another party (referred to in this definition as

the franchisee), or a person associated with the franchisee, to exercise the right

to engage in the business of offering, selling or distributing goods or services in

Singapore under a plan or system controlled by the franchisor or a person

associated with the franchisor;

the business carried on by the franchisee or the person associated with the

franchisee, as the case may be, is capable of being identified by the public as

being substantially associated with a trade or service mark, logo, symbol or

name identifying, commonly connected with or controlled by the franchisor or a

[«Act 34 of 2012 wef 01/08/2013]

[«Act 34 of 2012 wef 01/08/2013]
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(c)

(d)

(e)

(A)

(B)

(i)

(ii)

(a)

(A)

(B)

(i)

(b)

person associated with the franchisor;

the franchisor exerts, or has authority to exert, a significant degree of control

over the method or manner of operation of the franchisee’s business;

the franchisee or a person associated with the franchisee is required under the

agreement or arrangement to make payment or give some other form of

consideration to the franchisor or a person associated with the franchisor; «and

the franchisor agrees to communicate to the franchisee, or a person associated

with the franchisee, knowledge, experience, expertise, know-how, trade secrets

or other information whether or not it is proprietary or confidential;

“fund management” has the meaning given to it in the Second Schedule;

“«futur es contract” means —

for the purposes of Part I of the First Schedule —

a contract the effect of which is that —

one party agrees to deliver a specified commodity, or a

specified quantity of a specified commodity, to another party

at a specified future time «and at a specified price payable at

that time; or

the parties will discharge their obligations under the contract

by settling the difference between the value of a specified

quantity of a specified commodity agreed at the time of the

making of the contract «and at a specified future time,

«and includes a «futur es option transaction, but does not include such

contract or class of contracts as the Authority may prescribe; or

such other contract or class of contracts as the Authority may prescribe;

for the purposes of any other provision in this «Act —

a contract the effect of which is that —

one party agrees to deliver a specified commodity, or a

specified quantity of a specified commodity, to another party

at a specified future time «and at a specified price payable at

that time pursuant to the terms «and conditions set out in the

business rules of a «futur es market or pursuant to the business

practices of a «futur es market; or

the parties will discharge their obligations under the contract

by settling the difference between the value of a specified

quantity of a specified commodity agreed at the time of the

making of the contract «and at a specified future time, such

difference being determined in accordance with the business

rules or practices of the «futur es market at which the contract

is made,

«and includes a «futur es option transaction, but does not include such

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(ii)

(a)

(b)

(i)

(ii)

contract or class of contracts as the Authority may prescribe; or

such other contract or class of contracts as the Authority may prescribe;

“«futur es exchange” means an approved exchange in respect of the operation of its

«futur es market;

“«futur es market” has the meaning given to it in Part I of the First Schedule;

“«futur es option transaction” means an option on a specified «futur es contract which is

transacted in accordance with the business rules or practices of a «futur es exchange,

recognised market operator or «futur es market on which the transaction is made;

“holding company” has the same meaning as in section 5(4) of the Companies «Act (Cap.

50);

“leveraged foreign exchange trading” has the meaning given to it in the Second Schedule;

[Deleted by «Act 2/2009 wef 26/11/2010]

“licensed foreign trade repository” means a corporation that has in force a foreign trade

repository licence granted by the Authority under section 46E(2);

[Deleted by «Act 2/2009 wef 26/11/2010]

“licensed trade repository” means a corporation that has in force a trade repository

licence granted by the Authority under section 46E(1);

“limited liability partnership” has the same meaning as in section 2(1) of the Limited

Liability Partnerships «Act 2005 («Act 5 of 2005);

“listing rules”, in relation to a corporation that establishes or operates, or proposes to

establish or operate, a «securities market of a «securities exchange or a recognised

market operator, or an overseas «securities exchange that establishes or operates or

proposes to establish or operate a «securities market of a recognised market operator,

means rules governing or relating to —

the admission to the official list of the corporation or overseas «securities

exchange, of corporations, governments, bodies unincorporate or other persons

for the purpose of the quotation on the «securities market of the corporation or

overseas «securities exchange of «securities issued, or made available by such

corporations, governments, bodies unincorporate or other persons, or the

removal from that official list «and for other purposes; or

the activities or conduct of corporations, governments, bodies unincorporate

«and other persons who are admitted to that list,

whether those rules are made —

by the corporation or overseas «securities exchange or are contained in any of

the constituent documents of the corporation or overseas «securities exchange;

or

by another person «and adopted by the corporation or overseas «securities

exchange;

[2/2009 wef 20/04/2009]

[«Act 34 of 2012 wef 01/08/2013]

[«Act 34 of 2012 wef 01/08/2013]
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(i)

(ii)

(iii)

(a)

(b)

(a)

(aa)

“manager”, in relation to a collective investment scheme, means a person, by whatever

name called, who is responsible for managing the property of, or operating, the

collective investment scheme;

“market” has the meaning given to it in Part I of the First Schedule;

“member”, in relation to an approved exchange, a recognised market operator, an

approved clearing house or a recognised clearing house, means a person who holds

membership of any class or description in the approved exchange, recognised market

operator, approved clearing house or recognised clearing house, whether or not he

holds any share in the share capital of the approved exchange, recognised market

operator, approved clearing house or recognised clearing house, as the case may be;

“newspaper” has the same meaning as in section 2 of the Newspaper «and Printing

Presses «Act (Cap. 206);

“officer” has the same meaning as in section 4(1) of the Companies «Act (Cap. 50);

“option contract” —

means a contract providing for an option to acquire or dispose of a specified

underlying thing, or a specified quantity of a specified underlying thing,

whether or not there is any intention —

to effect an actual delivery of the underlying thing;

to effect a settlement of any difference in the price or value of the

underlying thing or, if the contract relates to 2 or more underlying

things, of any difference in the price or value of one or more of the

underlying things; or

to effect a settlement determined with reference to the underlying thing

or, if the contract relates to 2 or more underlying things, determined

with reference to one or more of the underlying things; but

does not include any «securities;

“overseas «futur es exchange” means a person operating a «futur es market outside

Singapore which is regulated by a financial services regulatory authority of a country

or territory other than Singapore;

“overseas «securities exchange” means a person operating a «securities market outside

Singapore which is regulated by a financial services regulatory authority of a country

or territory other than Singapore;

“participant” means —

for the purposes of Part II, a person who may participate in one or more of the

services provided by an approved exchange, a recognised market operator or an

exempt market operator, in its capacity as an approved exchange, a recognised

market operator or an exempt market operator, as the case may be;

for the purposes of Part IIA, a person who may participate in one or more of the

services provided by a licensed trade repository or licensed foreign trade

[«Act 34 of 2012 wef 01/08/2013]

[«Act 34 of 2012 wef 01/08/2013]

[«Act 34 of 2012 wef 01/08/2013]
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(b)

(c)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

repository, in its capacity as a licensed trade repository or licensed foreign trade

repository, as the case may be;

for the purposes of Part III, a person who, under the business rules of an

approved clearing house or a recognised clearing house, may participate in one

or more of the services provided by the approved clearing house or recognised

clearing house, in its capacity as an approved clearing house or a recognised

clearing house, as the case may be; or

for the purposes of any other provision of this «Act, a person who participates

in a collective investment scheme by way of owning one or more units in a

collective investment scheme;

“partner” «and “manager”, in relation to a limited liability partnership, have the

respective meanings assigned to them in section 2(1) of the Limited Liability

Partnerships «Act 2005 («Act 5 of 2005);

“prescribed written law” means this «Act or any of the following written laws:

Banking «Act (Cap. 19);

Finance Companies «Act (Cap. 108);

Financial Advisers «Act (Cap. 110);

Insurance «Act (Cap. 142);

Monetary Authority of Singapore «Act (Cap. 186);

Money-changing «and Remittance Businesses «Act (Cap. 187); or

such other written law as the Authority may by order prescribe;

“principal”, in relation to a representative, means a person whom the representative is in

the direct employment of, is acting for or is acting by arrangement with, «and on

behalf of whom the representative carries or will carry out any regulated activity;

“providing credit rating services” has the meaning given to it in the Second Schedule;

“providing custodial services for «securities” has the meaning given to it in the

Second Schedule;

“provisional representative”, in respect of a type of regulated activity, has the meaning

given to that expression in section 99E, «and “provisional representative” means a

provisional representative in respect of any type of regulated activity;

“public company” has the same meaning as in section 4(1) of the Companies «Act (Cap.

50);

“public register of representatives” means the register of that name under section 99C(3);

“quote”, in relation to «securities «and a «securities market of an approved exchange or

of a recognised market operator, means to display or provide, on the «securities

[«Act 34 of 2012 wef 01/08/2013]

[«Act 34 of 2012 wef 01/08/2013]

[«Act 34 of 2012 wef 18/03/2013]

[S 20/2012 wef 17/01/2012]

[2/2009 wef 26/11/2010]

[2/2009 wef 26/11/2010]
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(a)

(b)

(a)

(b)

market of the approved exchange or recognised market operator, information

concerning the particular prices or particular consideration at which offers or

invitations to sell, purchase or exchange issued or prescribed «securities are made on

that «securities market, being offers or invitations that are intended or may

reasonably be expected, to result, directly or indirectly, in the making or acceptance of

offers to sell, purchase or exchange issued or prescribed «securities;

“real estate investment trust management” has the meaning given to it in the

Second Schedule;

“recognised business trust” means a business trust that is recognised by the Authority

under section 282TA(1);

“recognised clearing house” mean a corporation that is recognised by the Authority under

section 51(1)(b) or (2) as a recognised clearing house;

“recognised market operator” means a corporation that is recognised by the Authority

under section 8(2) as a recognised market operator;

“record” means information that is inscribed, stored or otherwise fixed on a tangible

medium or that is stored in an electronic or other medium «and is retrievable in

perceivable form;

“registered business trust” has the same meaning as in section 2 of the Business Trusts

«Act (Cap. 31A);

“regulated activity” means an activity specified in the Second Schedule;

“related corporation” has the same meaning as in section 4(1) of the Companies «Act;

“representative”, except for the purposes of Part XIII, means a person, by whatever name

called, in the direct employment of, or acting for, or by arrangement with, a person

who carries on business in any regulated activity, who carries out for that person any

such activity (other than work ordinarily performed by accountants, clerks or

cashiers), whether or not he is remunerated, «and whether his remuneration, if any, is

by way of salary, wages, commission or otherwise;  «and includes any officer of a

corporation who performs for the corporation any such activity whether or not he is

remunerated, «and whether his remuneration, if any, is by way of salary, wages,

commission or otherwise;

[Deleted by «Act 2/2009 wef 26/11/2010]

“responsible person”, in relation to a collective investment scheme, means —

in the case of a scheme which is constituted as a corporation, the corporation; or

in the case of a scheme which is not constituted as a corporation, the manager

for the scheme;

“«securities” means —

debentures or stocks issued or proposed to be issued by a government;

debentures, stocks or shares issued or proposed to be issued by a corporation or

body unincorporate;

[S 376/2008 wef 01/08/2008]

[2/2009 wef 01/10/2012]

[«Act 34 of 2012 wef 01/08/2013]
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(c)

(i)

(ii)

(iii)

(d)

(e)

(f)

(g)

(h)

(i)

(ii)

(iii)

(iv)

(v)

(a)

(b)

any right, option or derivative in respect of any such debentures, stocks or

shares;

any right under a contract for differences or under any other contract the

purpose or pretended purpose of which is to secure a profit or avoid a loss by

reference to fluctuations in —

the value or price of any such debentures, stocks or shares;

the value or price of any group of any such debentures, stocks or

shares; or

an index of any such debentures, stocks or shares;

any unit in a collective investment scheme;

any unit in a business trust;

any derivative of a unit in a business trust; or

such other product or class of products as the Authority may prescribe,

but does not include —

«futur es contracts which are traded on a «futur es market;

bills of exchange;

promissory notes;

certificates of deposit issued by a bank or finance company whether situated in

Singapore or elsewhere; or

such other product or class of products as the Authority may prescribe as not

being «securities;

“«securities exchange” means an approved exchange in respect of the operation of its

«securities market;

“«securities financing” has the meaning given to it in the Second Schedule;

“«Securities Industry Council” means the «Securities Industry Council referred to in

section 138;

“«securities market” has the meaning given to it in Part I of the First Schedule;

“share” has the same meaning as in section 4(1) of the Companies «Act (Cap. 50);

“subsidiary” has the same meaning as in section 5 of the Companies «Act;

“substantial unitholder”  —

in relation to a collective investment scheme, means a participant who has an

interest or interests in one or more voting units in the scheme, the total votes

attached to that unit, or those units, being not less than 5% of the total votes

attached to all the voting units in the scheme; or

in relation to a business trust, means a person who has an interest or interests in

one or more voting units in the business trust, the total votes attached to that

[2/2009 wef 20/04/2009]

[2/2009 wef 20/04/2009]
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(i)

(ii)

(iii)

(a)

(b)

(A)

(B)

(i)

(A)

(B)

(ii)

(iii)

(a)

unit, or those units, being not less than 5% of the total votes attached to all the

voting units in the business trust;

“swap contract” —

means a contract for differences, or a contract the purpose or purported purpose

of which is to secure a profit or avoid a loss by reference to fluctuations in —

the value or price of one or more underlying things;

the value or price of any group of underlying things; or

an index of one or more underlying things; but

does not include any «securities;

“Take-over Code” means the Singapore Code on Take-overs «and Mergers referred to in

section 139 which is issued by the Authority under section 321(1);

“take-over offer” means —

an offer for the acquisition by or on behalf of a person of —

in the case of a public company, or of a corporation all or any of the

shares of which are listed for quotation on a «securities exchange —

some or all of the shares, or some or all of the shares of a

particular class, in the company or corporation made to all

members of the company or corporation, or where the person

already holds shares in the company or corporation, made to

all other members of the company or corporation; or

all of the remaining shares in the company or corporation

made to all other members of the company or corporation as a

result of the person acquiring or consolidating effective

control of that company or corporation within the meaning of

the Take-over Code;

in the case of a registered business trust, or of a business trust all or any

of the units of which are listed for quotation on a «securities

exchange —

some or all of the units, or some or all of the units of a

particular class, in the business trust made to all unitholders of

the business trust, or where the person already holds units in

the business trust, made to all other unitholders of the business

trust; or

all of the remaining units in the business trust made to all other

unitholders of the business trust as a result of the person

acquiring or consolidating effective control of that business

trust within the meaning of the Take-over Code; or

in the case of a collective investment scheme constituted as a unit trust

«and authorised under section 286, that invests primarily in real estate

[2/2009 wef 19/11/2012]

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(A)

(B)

(i)

(ii)

(b)

(a)

(b)

(c)

(d)

(a)

(b)

«and real estate-related assets specified by the Authority in the Code on

Collective Investment Schemes, «and all or any of the units in which

are listed for quotation on a «securities exchange —

some or all of the units, or some or all of the units of a

particular class, in the scheme made to all unitholders of the

scheme, or where the person already holds units in the scheme,

made to all other unitholders of the scheme; or

all of the remaining units in the scheme made to all other

unitholders of the scheme as a result of the person acquiring or

consolidating effective control of that scheme within the

meaning of the Take-over Code; or

a proposed compromise or arrangement which —

in the case of a public company, is referred to in section 210 of the

Companies «Act (Cap. 50); or

in the case of a corporation all or any of the shares of which are listed

for quotation on a «securities exchange, complies with the laws, codes

«and other requirements (whether or not having the force of law)

relating to take-overs, compromises «and arrangements of the country

or territory in which that corporation was incorporated,

«and which, if executed, would result in a change in effective control of the

public company or corporation within the meaning of the Take-over Code;

“temporary representative”, in respect of a type of regulated activity, has the meaning

given to that expression in section 99F, «and “temporary representative” means a

temporary representative in respect of any type of regulated activity;

“trading in «futur es contracts” has the meaning given to it in the Second Schedule;

“transaction information” means information relating to —

offers or invitations to enter into, purchase, sell, or exchange «securities,

«futur es contracts or derivatives contracts;

executed transactions in «securities, «futur es contracts or derivatives contracts;

transactions cleared or settled by an approved clearing house or a recognised

clearing house; or

transactions reported to a licensed trade repository or licensed foreign trade

repository;

“treasury share”  —

in relation to a company, has the same meaning as in section 4(1) of the

Companies «Act (Cap. 50); «and

in relation to a corporation (other than a company), means any share equivalent

to a treasury share in a company;

[2/2009 wef 29/07/2009]

[2/2009 wef 26/11/2010]

[«Act 34 of 2012 wef 01/08/2013]

[2/2009 wef 19/11/2012]
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(a)

(b)

(c)

(d)

(i)

(ii)

(iii)

(a)

(b)

(a)

(b)

(a)

(b)

“trustee-manager”  —

in relation to a registered business trust, has the same meaning as in section 2 of

the Business Trusts «Act (Cap. 31A);

in relation to a business trust for which an application for registration has been

made under section 4(1) of the Business Trusts «Act, means the company

proposed to be named as the trustee-manager in the application made under that

section;

in relation to a recognised business trust, means the entity which manages «and

operates the recognised business trust, by whatever name called «and whether

incorporated or not; «and

in relation to a business trust for which an application for recognition has been

made under section 282TA(1), means the entity proposed to be managing «and

operating the trust, by whatever name called «and whether incorporated or not;

“underlying thing”, in relation to a forward contract, an option contract or a swap contract

—

means —

a commodity;

the credit of any person; or

any arrangement, event, index, intangible property, tangible property or

transaction that is, or that belongs to a class of arrangements, events,

indices, intangible properties, tangible properties or transactions that is,

prescribed by the Authority by regulations made under section 341 for

the purposes of this sub-paragraph; but

does not include any arrangement, event, index, intangible property, tangible

property or transaction that is, or that belongs to a class of arrangements, events,

indices, intangible properties, tangible properties or transactions that is,

prescribed by the Authority by regulations made under section 341 for the

purposes of this paragraph;

“unit”  —

in relation to a collective investment scheme, means a right or interest (however

described) in a collective investment scheme (whether or not constituted as an

entity), «and includes an option to acquire any such right or interest in the

collective investment scheme; «and

in relation to a business trust, has the same meaning as in section 2 of the

Business Trusts «Act (Cap. 31A);

“unitholder”  —

in relation to a collective investment scheme, means a participant of the

scheme; «and

in relation to a business trust, means a person who holds a unit in the business

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(i)

(ii)

(a)

(i)

(ii)

(b)

(a)

(b)

(i)

(A)

(B)

(C)

(D)

(E)

(F)

(ii)

(a)

(i)

(b)

trust;

“user” means —

in relation to an approved exchange, an approved clearing house or a recognised

clearing house, a person who is —

a member of the approved exchange, approved clearing house or

recognised clearing house; or

a customer of a member of the approved exchange, approved clearing

house or recognised clearing house; or

in relation to a licensed trade repository or a licensed foreign trade repository, a

person who is —

a participant of the licensed trade repository or licensed foreign trade

repository; or

a client of a participant of the licensed trade repository or licensed

foreign trade repository;

“user information” means transaction information that is referable to —

a named user; or

a group of users, from which the name of a user can be directly inferred;

“voting share” has the same meaning as in section 4(1) of the Companies «Act (Cap. 50);

“voting unit”  —

in relation to a business trust, means an issued unit in the business trust, other

than —

a unit to which in no circumstances is there attached a right to vote; or

a unit to which there is attached a right to vote only in one or more of

the following circumstances:

during a period in which a distribution (or part of a

distribution) in respect of the unit is in arrears;

upon a proposal to reduce the unitholders’ equity of the

business trust;

upon a proposal that affects rights attached to the unit;

upon a proposal to wind up the business trust;

upon a proposal for the disposal of the whole of the property,

business «and undertakings of the business trust;

during the winding up of the business trust; «and

in relation to a collective investment scheme, means an issued unit in the

scheme, other than —

a unit to which in no circumstances is there attached a right to vote; or

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(A)

(B)

(C)

(D)

(E)

(F)

(ii)

(a)

(b)

(c)

(i)

(ii)

(iii)

(iv)

(d)

a unit to which there is attached a right to vote only in one or more of

the following circumstances:

during a period in which a distribution (or part of a

distribution) in respect of the unit is in arrears;

upon a proposal to reduce the participants’ funds of the

scheme;

upon a proposal that affects rights attached to the unit;

upon a proposal to wind up the scheme;

upon a proposal for the disposal of the whole of the property,

business «and undertakings of the scheme;

during the winding up of the scheme.

(2)    Any reference in this «Act to the affairs of a corporation shall, unless the contrary

intention appears, be construed as including a reference to —

the promotion, formation, membership, control, business, trading, transactions «and

dealings (whether alone or jointly with another person or other persons «and

including transactions «and dealings as agent, bailee or trustee), property (whether

held alone or jointly with another person or other persons «and including property

held as agent, bailee or trustee), liabilities (including liabilities owned jointly with

another person or other persons «and liabilities as trustee), profits «and other

income, receipts, losses, outgoings «and expenditure of the corporation;

in the case of a corporation (not being a trustee corporation) that is a trustee (but

without limiting the generality of paragraph (a)), matters concerned with the

ascertainment of the identity of the persons who are beneficiaries under the trust,

their rights under the trust «and any payments that they have received, or are entitled

to receive, under the terms of the trust;

the internal management «and proceeding of the corporation;

any «act or thing done (including any contract made «and any transaction entered

into) by or on behalf of the corporation, or to or in relation to the corporation or its

business or property, at a time when —

a receiver, or a receiver «and manager, is in possession of, or has control

over, property of the corporation;

the corporation is under judicial management;

a compromise or arrangement referred to in section 210 of the Companies

«Act made between the corporation «and another person or other persons is

being administered; or

the corporation is being wound up,

«and without limiting the generality of sub-paragraphs (i) to (iv), any conduct of

such a receiver or such a receiver «and manager, or such a judicial manager, or any

person administering such a compromise or arrangement or of any liquidator or

[2/2009 wef 19/11/2012]

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(e)

(f)

(g)

(h)

(i)

(j)

(a)

(b)

(a)

(b)

provisional liquidator of the corporation;

the ownership of shares in, debentures of, units of shares in, units of debentures of,

«and units in a collective investment scheme issued by the corporation;

the power of persons to exercise, or to control the exercise of, the rights to vote

attached to shares in the corporation or to dispose of, or to exercise control over the

disposal of, such shares;

matters concerned with the ascertainment of the persons who are or have been

financially interested in the success or failure, or apparent success or failure, of the

corporation or are or have been able to control or materially to influence the policy of

the corporation;

the circumstances under which a person acquired or disposed of, or became entitled

to acquire or dispose of, shares in, debentures of, units of shares in, units of

debentures of, or units in a collective investment scheme issued by, the corporation;

where the corporation has issued units in a collective investment scheme, any matters

concerning the financial or business undertaking, scheme, common enterprise or

investment contract to which the units in a collective investment scheme relate; or

matters relating to or arising out of the audit of, or working papers or reports of an

auditor concerning, any matters referred to in paragraphs (a) to (i).

(3)   Where the name of a corporation referred to in this «Act is changed pursuant to the

Companies «Act (Cap. 50), the change of name shall not affect the identity of that corporation

or the application of the relevant provisions of this «Act or any other written law to that

corporation.

(4)  For the purposes of this «Act, a person has a substantial shareholding in a corporation if

—

he has an interest or interests in one or more voting shares (excluding treasury shares)

in the corporation; «and

the total votes attached to that share, or those shares, is not less than 5% of the total

votes attached to all the voting shares (excluding treasury shares) in the corporation.

(5)  For the purposes of this «Act, a person has a substantial shareholding in a corporation,

being a corporation the share capital of which is divided into 2 or more classes of shares, if —

he has an interest or interests in one or more voting shares (excluding treasury shares)

in one of those classes; «and

the total votes attached to that share, or those shares, is not less than 5% of the total

votes attached to all the voting shares (excluding treasury shares) in that class.

(6)    For the purposes of this «Act, a person who has a substantial shareholding in a

corporation is a substantial shareholder in that corporation.

[SIA, s. 2; FTA, s. 2; Companies, s. 4 & s. 107; UK FSMA2000, s. 235; Aust. Corporations 2001, s. 9]

Associated per son

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[2/2009 wef 19/11/2012]

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(i)

(ii)

(iii)

(a)

(i)

(ii)

(iii)

(b)

(c)

(i)

(ii)

(d)

(e)

(f)

(g)

3.—(1)    Unless the context otherwise requires, any reference in this «Act to a person

associated with another person shall be construed as a reference to —

where the other person is a corporation —

a director or secretary of the corporation;

a related corporation; or

a director or secretary of such a related corporation;

where the matter to which the reference relates is the extent of a power to exercise, or

to control the exercise of, the voting power attached to voting shares in a corporation,

a person with whom the other person has, or proposes to enter into, an agreement,

arrangement, understanding or undertaking, whether formal or informal, or express or

implied —

by reason of which either of those persons may exercise, directly or

indirectly, control the exercise of, or substantially influence the exercise of,

any voting power attached to a share in the corporation;

with a view to controlling or influencing the composition of the board of

directors, or the conduct of affairs, of the corporation; or

under which either of those persons may acquire from the other of them

shares in the corporation or may be required to dispose of such shares in

accordance with the directions of the other of them,

except that, in relation to a matter relating to shares in a corporation, a person may be

an associate of the corporation «and the corporation may be an associate of a person;

a person with whom the other person is acting, or proposes to «act, in concert in

relation to the matter to which the reference relates;

where the matter to which the reference relates is a matter, other than the extent of a

power to exercise, or to control the exercise of, the voting power attached to voting

shares in a corporation —

subject to subsection (2), a person who is a director of a corporation of which

the other person is a director; or

a trustee of a trust in relation to which the other person benefits or is capable

of benefiting otherwise than by reason of transactions entered into in the

ordinary course of business in connection with the lending of money;

a person with whom the other person is, according to any subsidiary legislation made

under this «Act, to be regarded as associated in respect of the matter to which the

reference relates;

a person with whom the other person is, or proposes to become, associated, whether

formally or informally, in any other way in respect of the matter to which the

reference relates; or

where the other person has entered into, or proposes to enter into, a transaction, or

has done, or proposes to do, any other «act or thing, with a view to becoming

associated with a person as referred to in paragraph (a), (b), (c), (d), (e) or (f), that

last-mentioned person.
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(a)

(b)

(c)

(d)

(a)

(b)

(2)   Where, in any proceedings under this «Act, it is alleged that a person referred to in

subsection (1)(d)(i) was associated with another person at a particular time, that the firstmentioned person shall not be considered to be so associated in relation to a matter to which the

proceedings relate unless the person alleging the association proves that the first-mentioned

person at that time knew or ought reasonably to have known the material particulars of that

matter.

(3)    A person shall not be taken to be associated with another person by virtue of

subsection (1)(b), (c), (e) or (f) by reason only of one or more of the following:

that one of those persons furnishes advice to, or acts on behalf of, the other person in

the proper performance of the functions attaching to his professional capacity or to

his business relationship with the other person;

that one of those persons, a customer, gives specific instructions to the other, whose

ordinary business includes dealing in «securities, trading in «futur es contracts or

leveraged foreign exchange trading, to acquire shares on the customer’s behalf in the

ordinary course of that business;

that one of those persons has sent, or proposes to send, to the other a take-over offer,

or has made, or proposes to make, offers under a take-over announcement, within the

meaning of the Take-over Code, in relation to shares held by the other;

that one of those persons has appointed the other, otherwise than for valuable

consideration given by the other or by an associate of the other, to vote as a proxy or

representative at a meeting of members, or of a class of members, of a corporation.

[SIA, s. 3; Aust. Corporations, s. 12 (2) «and s. 16 (1)]

Inter est in securities

4.—(1)    Subject to this section, a person has an interest in securities if he has authority

(whether formal or informal, or express or implied) to dispose of, or to exercise control over the

disposal of, those securities.

(2)    For the purposes of subsection (1), it is immaterial that the authority of a person to

dispose of, or to exercise control over the disposal of, particular securities is, or is capable of

being made, subject to restraint or restriction.

(3)  Where any property held in trust consists of or includes securities and a person knows, or

has reasonable grounds for believing, that he has an interest under the trust, he shall be deemed

to have an interest in those securities.

(4)    Where a corporation has, or is by the provisions of this section deemed to have, an

interest in a security and —

the corporation is, or its directors are, accustomed or under an obligation, whether

formal or informal, to act in accordance with the directions, instructions or wishes of

a person; or

a person has a controlling interest in the corporation,

that person shall be deemed to have an interest in that security.

(5)    Where a corporation has, or is by the provisions of this section (apart from this

subsection) deemed to have, an interest in a security and —
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(a)

(b)

(c)

(a)

(b)

(c)

(a)

(b)

(c)

(d)

(a)

(b)

(c)

a person is;

the associates of a person are; or

a person and his associates are,

entitled to exercise or control the exercise of not less than 20% of the votes attached to the

voting shares in the corporation, that person shall be deemed to have an interest in that security.

(6)  For the purposes of subsection (5), a person is an associate of another person if the firstmentioned person is —

a subsidiary of that other person;

a person who is accustomed or is under an obligation whether formal or informal to

act in accordance with the directions, instructions or wishes of that other person in

relation to the security referred to in subsection (5); or

a corporation that is, or a majority of the directors of which are, accustomed or under

an obligation whether formal or informal to act in accordance with the directions,

instructions or wishes of that other person in relation to that security.

(7)  A person shall be deemed to have an interest in a security in any one or more of the

following circumstances:

where he has entered into a contract to purchase a security;

where he has a right, otherwise than by reason of having an interest under a trust, to

have a security transferred to himself or to his order, whether the right is exercisable

presently or in the future and whether on the fulfilment of a condition or not;

where he has the right to acquire a security or an interest in a security, under an

option, whether the right is exercisable presently or in the future and whether on the

fulfilment of a condition or not; or

where he is entitled, otherwise than by reason of his having been appointed a proxy

or representative to vote at a meeting of members of a corporation or of a class of its

members, to exercise or control the exercise of a right attached to a security, not

being a security of which he is the registered holder.

(8)  A person shall be deemed to have an interest in a security if that security is held jointly

with another person.

(9)    For the purpose of determining whether a person has an interest in a security, it is

immaterial that the interest cannot be related to a particular security.

(10)  There shall be disregarded —

an interest in a security if the interest is that of a person who holds the security as

bare trustee;

an interest in a security if the interest is that of a person whose ordinary business

includes the lending of money if he holds the interest only by way of security for the

purposes of a transaction entered into in the ordinary course of business in connection

with the lending of money;

an interest of a person in a security if that interest is an interest held by him by reason

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(d)

(e)

(a)

(b)

(c)

(A)

(B)

(i)

(A)

(B)

(ii)

(iii)

(iv)

(a)

(i)

(ii)

(b)

of his holding a prescribed office;

an interest of a company in its own securities if that interest is purchased or otherwise

acquired in accordance with sections 76B to 76G of the Companies Act (Cap. 50);

and

a prescribed interest in a security being an interest of such person, or of the persons

included in such class of persons, as may be prescribed.

(11)  An interest in a security shall not be disregarded by reason only of —

its remoteness;

the manner in which it arose; or

the fact that the exercise of a right conferred by the interest is, or is capable of being

made subject to restraint or restriction.

[SIA, s. 4; Companies, s. 7 (4A); HK Securities Ordinance, s. 5]

Specific classes of investor s

4A.—(1)  Subject to subsection (2), unless the context otherwise requires —

“accredited investor” means —

an individual —

whose net personal assets exceed in value $2 million (or its

equivalent in a foreign currency) or such other amount as the

Authority may prescribe in place of the first amount; or

whose income in the preceding 12 months is not less than $300,000

(or its equivalent in a foreign currency) or such other amount as the

Authority may prescribe in place of the first amount;

a corporation with net assets exceeding $10 million in value (or its equivalent

in a foreign currency) or such other amount as the Authority may prescribe,

in place of the first amount, as determined by —

the most recent audited balance-sheet of the corporation; or

where the corporation is not required to prepare audited accounts

regularly, a balance-sheet of the corporation certified by the

corporation as giving a true «and fair view of the state of affairs of

the corporation as of the date of the balance-sheet, which date shall

be within the preceding 12 months;

the trustee of such trust as the Authority may prescribe, when acting in that

capacity; or

such other person as the Authority may prescribe;

“expert investor” means —

a person whose business involves the acquisition «and disposal, or the

holding, of capital markets products, whether as principal or agent;

the trustee of such trust as the Authority may prescribe, when acting in that

capacity; or
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(iii)

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

(A)

(B)

(C)

(CA)

(D)

(E)

(ix)

(x)

(xi)

(xii)

(c)

(a)

(b)

such other person as the Authority may prescribe;

“institutional investor” means —

a bank that is licensed under the Banking «Act (Cap. 19);

a merchant bank that is approved as a financial institution under section 28 of

the Monetary Authority of Singapore «Act (Cap. 186);

a finance company that is licensed under the Finance Companies «Act (Cap.

108);

a company or co-operative society that is licensed under the Insurance «Act

(Cap. 142) to carry on insurance business in Singapore;

a company licensed under the Trust Companies «Act 2005 («Act 11 of

2005);

the Government;

a statutory body established under any «Act;

a pension fund or collective investment scheme;

the holder of a capital markets services licence for —

dealing in «securities;

fund management;

providing custodial services for «securities;

real estate investment trust management;

«securities financing; or

trading in «futur es contracts;

a person (other than an individual) who carries on the business of dealing in

bonds with accredited investors or expert investors;

the trustee of such trust as the Authority may prescribe, when acting in that

capacity; or

such other person as the Authority may prescribe.

(2)  The definitions in subsection (1) may be subject to such modifications as the Authority

may prescribe for any specified provision of this «Act.

Application

4B.  This Act does not apply to ––

a body corporate approved as a commodity market under section 5 of the Commodity

Trading Act (Cap. 48A);

a body corporate approved as a clearing house under section 9 of that Act; or

[«Act 11 of 2013 wef 18/04/2013]

[S 396/2008 wef 01/08/2008]

[1/2005; 11/2005]

[1/2005]
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(c)

(a)

(b)

(c)

(a)

(b)

(a)

(b)

(a)

(b)

the holder of a licence issued under that Act when acting lawfully under that Act,

but only to the extent that the activities carried out by such person are regulated under that Act.

PART II

MARKETS

Objectives of this Part

5.  The objectives of this Part are —

to promote fair, orderly and transparent markets;

to facilitate efficient markets for the allocation of capital and the transfer of risks; and

to reduce systemic risk.

Division 1 —Establishment of Markets

Requir ement for appr oval or r ecognition

6.—(1)   No person shall establish or operate a market, or hold himself out as operating a

market, unless the person is —

an approved exchange; or

a recognised market operator.

(2)  No person shall hold himself out —

as an approved exchange unless he is an approved exchange; or

as a recognised market operator unless he is a recognised market operator.

(3)   Except with the written approval of the Authority, no person other than an approved

exchange shall take or use, or have attached to or exhibited at any place —

the title or description “securities exchange”, “stock exchange”, “futures exchange”

or “derivatives exchange” in any language; or

any title or description which resembles a title or description referred to in

paragraph (a).

(4)  Any person who contravenes subsection (1) or (3) shall be guilty of an offence and shall

be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not

exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not

exceeding $25,000 for every day or part thereof during which the offence continues after

conviction.

(5)  Any person who contravenes subsection (2) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $20,000 and, in the case of a continuing offence, to

a further fine not exceeding $2,000 for every day or part thereof during which the offence

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(a)

(b)

(a)

(b)

(a)

(b)

(c)

(a)

(b)

(c)

(a)

continues after conviction.

Subdivision (1) —Approved exchange and recognised market

operator

Application for appr oval or r ecognition

7.—(1)  A corporation may apply to the Authority to be —

approved as an approved exchange; or

recognised as a recognised market operator.

(2)  An application made under subsection (1) shall be —

made in such form and manner as the Authority may prescribe; and

accompanied by a non-refundable prescribed application fee, which shall be paid in

the manner specified by the Authority.

(3)  The Authority may require an applicant to furnish it with such information or documents

as the Authority considers necessary in relation to the application.

Power of Authority to appr ove exchanges «and r ecognise mar ket oper ator s

8.—(1)  Where —

a corporation has made an application under section 7(1)(a);

a corporation which is a recognised market operator has made an application under

section 11(1) to change its status to that of an approved exchange; or

the Authority has conducted a review under section 11(5) «and has determined that a

corporation would be more appropriately regulated as an approved exchange,

the Authority may approve the corporation as an approved exchange.

(2)  Where —

a corporation has made an application under section 7(1)(b);

a corporation which is an approved exchange has made an application under

section 11(1) to change its status to that of a recognised market operator; or

the Authority has conducted a review under section 11(5) «and has determined that a

corporation would be more appropriately regulated as a recognised market operator,

the Authority may recognise the corporation as a recognised market operator.

(3)  Notwithstanding subsections (1) «and (2), the Authority may, with the consent of the

applicant —

treat an application under section 7(1)(a) as an application under section 7(1)(b) if it

is of the opinion that the applicant would be more appropriately regulated as a

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(b)

(a)

(b)

(c)

(i)

(ii)

(a)

(b)

(c)

(d)

(e)

(f)

recognised market operator; or

treat an application under section 7(1)(b) as an application under section 7(1)(a) if it

is of the opinion that the applicant would be more appropriately regulated as an

approved exchange.

(4)  The Authority may approve a corporation as an approved exchange under subsection (1)

or recognise a corporation as a recognised market operator under subsection (2) subject to such

conditions or restrictions as the Authority may think fit to impose by notice in writing,

including conditions or restrictions relating to —

the activities that the corporation may undertake;

the «securities or «futur es contracts that may be traded on any market established or

operated by the corporation; «and

the nature of the investors or participants who may use, invest in or participate in the

«securities or «futur es contracts traded on any market established or operated by the

corporation.

(5)    The Authority may, at any time, by notice in writing to the corporation, vary any

condition or restriction or impose such further condition or restriction as it may think fit.

(6)   An approved exchange or a recognised market operator shall, for the duration of the

approval or recognition, satisfy all conditions «and restrictions that may be imposed on it under

subsections (4) «and (5).

(7)    The Authority may refuse to approve a corporation as an approved exchange or

recognise a corporation as a recognised market operator if —

the corporation has not provided the Authority with such information relating to —

the corporation or any person employed by or associated with the corporation

for the purposes of the corporation’s business; or

any circumstances likely to affect the corporation’s manner of conducting

business,

as the Authority may require;

any information or document provided by the corporation to the Authority is false or

misleading;

the corporation or a substantial shareholder of the corporation is in the course of

being wound up or otherwise dissolved, whether in Singapore or elsewhere;

execution against the corporation or a substantial shareholder of the corporation in

respect of a judgment debt has been returned unsatisfied in whole or in part;

a receiver, a receiver «and manager, a judicial manager or an equivalent person has

been appointed, whether in Singapore or elsewhere, in relation to, or in respect of,

any property of the corporation or a substantial shareholder of the corporation;

the corporation or a substantial shareholder of the corporation has, whether in

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(i)

(ii)

(g)

(h)

(i)

(j)

(i)

(ii)

(k)

(l)

(i)

(ii)

(m)

(n)

(o)

(p)

Singapore or elsewhere, entered into a compromise or scheme of arrangement with

the creditors of the corporation or shareholder, as the case may be, being a

compromise or scheme of arrangement that is still in operation;

the corporation, a substantial shareholder of the corporation or any officer of the

corporation —

has been convicted, whether in Singapore or elsewhere, of an offence

involving fraud or dishonesty or the conviction for which involved a finding

that the corporation, shareholder or officer, as the case may be, had acted

fraudulently or dishonestly; or

has been convicted of an offence under this «Act;

the Authority is not satisfied as to the educational or other qualifications or

experience of the officers or employees of the corporation, having regard to the

nature of the duties they are to perform in connection with the establishment or

operation of any market;

the corporation fails to satisfy the Authority that the corporation is a fit «and proper

person or that all of its officers, employees «and substantial shareholders are fit «and

proper persons;

the Authority has reason to believe that the corporation may not be able to «act in the

best interests of investors or its members, participants or customers, having regard to

the reputation, character, financial integrity «and reliability of the corporation or its

officers, employees or substantial shareholders;

the Authority is not satisfied as to —

the financial standing of the corporation or any of its substantial

shareholders; or

the manner in which the business of the corporation is to be conducted;

the Authority is not satisfied as to the record of past performance or expertise of the

corporation, having regard to the nature of the business which the corporation may

carry on in connection with the establishment or operation of any market;

there are other circumstances which are likely to —

lead to the improper conduct of business by the corporation or any of its

officers, employees or substantial shareholders; or

reflect discredit on the manner of conducting the business of the corporation

or any of its substantial shareholders;

in the case of any market that the corporation operates, the Authority has reason to

believe that the corporation, or any of its officers or employees, will not operate a

fair, orderly «and transparent market;

the corporation does not satisfy the criteria prescribed under section 9 to be approved

as an approved exchange or recognised as a recognised market operator, as the case

may be; or

the Authority is of the opinion that it would be contrary to the interests of the public

to approve or recognise the corporation.
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(a)

(b)

(c)

(a)

(b)

(c)

(8)  Subject to subsection (9), the Authority shall not refuse to approve a corporation as an

approved exchange or recognise a corporation as a recognised market operator under

subsection (7) without giving the corporation an opportunity to be heard.

(9)    The Authority may refuse to approve a corporation as an approved exchange or

recognise a corporation as a recognised market operator on any of the following grounds

without giving the corporation an opportunity to be heard:

the corporation is in the course of being wound up or otherwise dissolved, whether in

Singapore or elsewhere;

a receiver, a receiver «and manager or an equivalent person has been appointed,

whether in Singapore or elsewhere, in relation to, or in respect of, any property of the

corporation;

the corporation has been convicted, whether in Singapore or elsewhere, of an offence

involving fraud or dishonesty or the conviction for which involved a finding that it

had acted fraudulently or dishonestly.

(10)    The Authority shall give notice in the Gazette of any corporation approved as an

approved exchange under subsection (1) or recognised as a recognised market operator under

subsection (2), «and such notice may include the conditions or restrictions imposed by the

Authority on the corporation under subsection (4)(b) in relation to the «securities or «futur es

contracts that may be traded on any market established or operated by the corporation.

(11)  Any applicant who is aggrieved by a refusal of the Authority to grant an approval under

subsection (1) or a recognition under subsection (2) may, within 30 days after the applicant is

notified of the decision, appeal to the Minister whose decision shall be final.

(12)    Any approved exchange or recognised market operator which contravenes

subsection (6) shall be guilty of an offence «and shall be liable on conviction to a fine not

exceeding $150,000 «and, in the case of a continuing offence, to a further fine not exceeding

$15,000 for every day or part thereof during which the offence continues after conviction.

[SIA, s. 16; FTA, s. 4; UK FSMA2000, s. 289 (1) & (2)]

Gener al criteria to be taken into account by Authority

9.—(1)    The Authority may prescribe the criteria which it may take into account for the

purposes of deciding —

whether an applicant referred to in section 7(1) or 11(1) should be approved as an

approved exchange or recognised as a recognised market operator;

whether an approved exchange or a recognised market operator that is subject to a

review by the Authority under section 11(5) should be approved as an approved

exchange or recognised as a recognised market operator; and

the conditions or restrictions that the Authority may impose under section 8(4) or (5).

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(a)

(b)

(a)

(b)

(a)

(b)

(2)  Without prejudice to section 8 and subsection (1), the Authority may, for the purposes of

recognising an operator of an overseas market as a recognised market operator under

section 8(2), have regard, in addition to any criteria prescribed under subsection (1), to —

whether adequate arrangements exist for co-operation between the Authority and the

financial services regulatory authority responsible for the supervision of the operator

in the country or territory in which the head office or principal place of business of

the operator is situated; and

whether the operator is, in the country or territory in which the head office or

principal place of business of the operator is situated, subject to requirements and

supervision comparable, in the degree to which the objectives specified in section 5

are achieved, to the requirements and supervision to which approved exchanges and

recognised market operators are subject under this Act.

(3)  In considering whether it is satisfied that the operator of an overseas market has met the

requirements mentioned in subsection (2), the Authority may have regard to —

the relevant laws and practices of the country or territory in which the head office or

principal place of business of the operator is situated; and

the rules and practices of the operator.

(4)  In this section, “operator of an overseas market” means a person whose head office is

situated in a country or territory outside Singapore, and who is authorised to operate a market

by a financial services regulatory authority of —

that country or territory; or

the country or territory in which the principal place of business of that person is

situated.

Annual fees payable by appr oved exchange and r ecognised mar ket oper ator

10.—(1)    Every approved exchange and recognised market operator shall pay to the

Authority such annual fees as may be prescribed in such manner as may be specified by the

Authority.

(2)  The Authority may, where it considers appropriate, refund or remit the whole or any part

of any annual fee paid or payable to it.

Change in status

11.—(1)  A corporation which is an approved exchange or a recognised market operator may

apply to the Authority to change its status in the manner referred to in subsection (6).

(2)    An application under subsection (1) shall be made in such form and manner as the

Authority may prescribe.

(3)   An application made under subsection (1) shall be accompanied by a non-refundable

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(a)

(b)

(c)

prescribed application fee, which shall be paid in the manner specified by the Authority.

(4)  The Authority may require an applicant to furnish it with such information or documents

as the Authority considers necessary in relation to the application.

(5)    The Authority may, from time to time, on its own initiative, review the status of a

corporation that is an approved exchange or a recognised market operator under this Part in

accordance with the criteria prescribed under section 9.

(6)  Where an application is made by a corporation under subsection (1) or where a review of

the status of a corporation is conducted by the Authority under subsection (5), the Authority

may —

where the corporation is an approved exchange, withdraw the approval as such and

recognise the corporation as a recognised market operator under section 8(2);

where the corporation is a recognised market operator, withdraw the recognition as

such and approve the corporation as an approved exchange under section 8(1); or

make no change to the status of the corporation as an approved exchange or a

recognised market operator.

(7)  Where an application is made under subsection (1), the Authority shall not exercise its

power under subsection (6)(c) without giving the corporation an opportunity to be heard.

(8)  Where a review of the status of a corporation is conducted by the Authority on its own

initiative under subsection (5), the Authority shall not exercise its powers under subsection (6)

(a) or (b) without giving the corporation an opportunity to be heard.

(9)  Any corporation which is aggrieved by a decision of the Authority made in relation to

the corporation after a review under subsection (5) may, within 30 days after the corporation is

notified of the decision, appeal to the Minister whose decision shall be final.

Cancellation of appr oval or r ecognition

12.—(1)    An approved exchange or a recognised market operator which intends to cease

operating its market or, where it operates more than one market, all of its markets, may apply to

the Authority to cancel its approval as an approved exchange or recognition as a recognised

market operator, as the case may be.

(2)  The Authority may cancel the approval or recognition if it is satisfied that the approved

exchange or recognised market operator referred to in subsection (1) has ceased operating its

market or all of its markets, as the case may be.

[FTA, s. 7]

Power of Authority to r evoke appr oval and r ecognition

13.—(1)  The Authority may revoke any approval of a corporation as an approved exchange

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(a)

(b)

(c)

(i)

(ii)

(iii)

(d)

(da)

(e)

(f)

(a)

(b)

(c)

under section 8(1) or any recognition of a corporation as a recognised market operator under

section 8(2) if —

there exists a ground under section 8(7) on which the Authority may refuse an

application;

the corporation does not commence operating its market or, where it operates more

than one market, all of its markets, within 12 months from the date on which it was

granted the approval under section 8(1) or recognition under section 8(2), as the case

may be;

the corporation ceases to operate its market or, where it operates more than one

market, all of its markets;

the corporation contravenes —

any condition or restriction applicable in respect of its approval or

recognition, as the case may be;

any direction issued to it by the Authority under this Act; or

any provision in this Act;

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;

the corporation operates in a manner that is, in the opinion of the Authority, contrary

to the interests of the public; or

any information or document provided by the corporation to the Authority is false or

misleading.

(2)    Subject to subsection (3), the Authority shall not revoke under subsection (1) any

approval under section 8(1) or recognition under section 8(2) that was granted to a corporation

without giving the corporation an opportunity to be heard.

(3)    The Authority may revoke an approval under section 8(1) or a recognition under

section 8(2) that was granted to a corporation on any of the following grounds without giving

the corporation an opportunity to be heard:

the corporation is in the course of being wound up or otherwise dissolved, whether in

Singapore or elsewhere;

a receiver, a receiver and manager or an equivalent person has been appointed,

whether in Singapore or elsewhere, in relation to, or in respect of, any property of the

corporation;

the corporation has been convicted, whether in Singapore or elsewhere, of an offence

involving fraud or dishonesty or the conviction for which involved a finding that it

had acted fraudulently or dishonestly.

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(a)

(b)

(a)

(b)

(4)  For the purposes of subsection (1)(c), a corporation shall be deemed to have ceased to

operate its market if —

it has ceased to operate the market for more than 30 days, unless it has obtained the

prior approval of the Authority to do so; or

it has ceased to operate the market under a direction issued by the Authority under

section 46.

(5)  Any corporation which is aggrieved by a decision of the Authority made in relation to

the corporation under subsection (1) may, within 30 days after the corporation is notified of the

decision, appeal to the Minister whose decision shall be final.

(6)  Notwithstanding the lodging of an appeal under subsection (5), any action taken by the

Authority under this section shall continue to have effect pending the decision of the Minister.

(7)    The Minister may, when deciding an appeal under subsection (5), make such

modification as he considers necessary to any action taken by the Authority under this section,

and such modified action shall have effect from the date of the decision of the Minister.

(8)  Any revocation of approval or recognition of a corporation referred to in subsection (1)

shall not operate so as to —

avoid or affect any agreement, transaction or arrangement entered into on a market

operated by the corporation, whether the agreement, transaction or arrangement was

entered into before or after the revocation of the approval or recognition; or

affect any right, obligation or liability arising under such agreement, transaction or

arrangement.

(9)    The Authority shall give notice in the Gazette of any revocation of approval or

recognition referred to in subsection (1).

[UK FSMA, s. 297; FTA, s. 7]

Subdivision (2) —Exempt market operator

Power of Authority to exempt cor por ations fr om appr oval or r ecognition

14.—(1)    A corporation that wishes to establish or operate a market may apply to the

Authority, in such form and manner as the Authority may prescribe, to be exempted from the

requirement under section 6(1) to be an approved exchange or a recognised market operator.

(2)    The Authority may exempt a corporation referred to in subsection (1) from the

requirement under section 6(1) if, in the opinion of the Authority, the objectives specified in

section 5 can be achieved without regulating the corporation as an approved exchange or a

recognised market operator.

(3)   An application made under subsection (1) shall be accompanied by a non-refundable

prescribed application fee, which shall be paid in the manner specified by the Authority.

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(a)

(b)

(c)

(a)

(b)

(c)

(a)

(b)

(4)  The Authority may require an applicant to furnish it with such information or documents

as the Authority considers necessary in relation to the application.

(5)    The Authority may, by notice in writing, impose on a corporation exempted under

subsection (2) such conditions or restrictions relating to the exemption as the Authority may

think fit, including conditions or restrictions relating to —

the activities that the corporation may undertake;

the securities or futures contracts that may be traded on any market established or

operated by the corporation; and

the nature of the investors or participants who may use, participate or invest in the

securities or futures contracts traded on any market established or operated by the

corporation.

(6)  The Authority may, at any time, by notice in writing to a corporation exempted under

subsection (2), vary any condition or restriction referred to in subsection (5) or impose such

further condition or restriction relating to the exemption as the Authority may think fit.

(7)    The Authority shall give notice in the Gazette of any corporation exempted under

subsection (2), and such notice may include the conditions or restrictions imposed by the

Authority on the corporation under subsection (5)(b) in relation to the securities or futures

contracts that may be traded on any market established or operated by the corporation.

(8)  The Authority may —

exempt any corporation operating any market from the requirement under

section 6(1) to be an approved exchange or a recognised market operator;

by order published in the Gazette, declare that corporation to be an exempt market

operator; and

by notice in writing to that corporation, impose such conditions or restrictions

relating to the exemption as the Authority may think fit.

(9)  The Authority may —

exempt corporations operating any class of markets from the requirement under

section 6(1) to be approved exchanges or recognised market operators, subject to

such conditions or restrictions as the Authority may think fit to impose by

regulations; and

by order published in the Gazette, declare such corporations to be exempt market

operators.

(10)  An exempt market operator shall comply with all conditions or restrictions imposed on

it under subsection (5), (6) or (8), as the case may be.

(11)  Any corporation which contravenes subsection (10) shall be guilty of an offence and

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(a)

(b)

(i)

(ii)

(iii)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(a)

(b)

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.

Power of Authority to r evoke exemption

15.—(1)    The Authority may revoke any exemption granted to a corporation under

section 14(2), (8) or (9) if —

the corporation does not commence operating its market or, where it operates more

than one market, all of its markets, within 12 months from the date on which it was

granted the exemption;

the corporation ceases to operate its market or, where it operates more than one

market, all of its markets;

the corporation contravenes —

any condition or restriction relating to the exemption;

any direction issued to it by the Authority under this Act; or

any provision in this Act;

the Authority is of the opinion that the corporation has operated in a manner that is

contrary to the interests of the public;

the corporation is in the course of being wound up or otherwise dissolved, whether in

Singapore or elsewhere;

a receiver, a receiver and manager or an equivalent person has been appointed,

whether in Singapore or elsewhere, in relation to, or in respect of, any property of the

corporation;

the corporation has been convicted, whether in Singapore or elsewhere, of an offence

involving fraud or dishonesty or the conviction for which involved a finding that it

had acted fraudulently or dishonestly;

the Authority is of the opinion that the corporation would be more appropriately

regulated as an approved exchange or a recognised market operator; or

any information or document provided by the corporation to the Authority is false or

misleading.

(2)    Subject to subsection (3), the Authority shall not revoke under subsection (1) any

exemption granted to a corporation without giving the corporation an opportunity to be heard.

(3)  The Authority may revoke an exemption granted to a corporation on any of the following

grounds without giving the corporation an opportunity to be heard:

the corporation is in the course of being wound up or otherwise dissolved, whether in

Singapore or elsewhere;

a receiver, a receiver and manager or an equivalent person has been appointed,

whether in Singapore or elsewhere, in relation to, or in respect, of any property of the

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(c)

(a)

(b)

(a)

(b)

(a)

(b)

corporation;

the corporation has been convicted, whether in Singapore or elsewhere, of an offence

involving fraud or dishonesty or the conviction for which involved a finding that it

had acted fraudulently or dishonestly.

(4)  For the purposes of subsection (1)(b), a corporation shall be deemed to have ceased to

operate its market if —

it has ceased to operate the market for more than 30 days, unless it has obtained the

prior approval of the Authority to do so; or

it has ceased to operate the market under a direction issued by the Authority under

section 46.

(5)  A corporation which is aggrieved by a decision of the Authority made in relation to the

corporation under subsection (1) may, within 30 days after the corporation is notified of the

decision, appeal to the Minister whose decision shall be final.

(6)  Notwithstanding the lodging of an appeal under subsection (5), any action taken by the

Authority under this section shall continue to have effect pending the decision of the Minister.

(7)    The Minister may, when deciding an appeal under subsection (5), make such

modification as he considers necessary to any action taken by the Authority under this section,

and such modified action shall have effect from the date of the decision of the Minister.

(8)  Any revocation under subsection (1) of an exemption granted to a corporation shall not

operate so as to —

avoid or affect any agreement, transaction or arrangement entered into on a market

operated by the corporation, whether the agreement, transaction or arrangement was

entered into before or after the revocation of the exemption; or

affect any right, obligation or liability arising under such agreement, transaction or

arrangement.

(9)  The Authority shall give notice in the Gazette of any revocation of an exemption referred

to in subsection (1).

Division 2 —Regulation of Approved Exchanges

Subdivision (1) —Obligations of approved exchanges

Gener al obligations

16.—(1)  An approved exchange shall, in respect of every market it operates —

as far as is reasonably practicable, ensure that the market is fair, orderly «and

transparent;

manage any risks associated with its business «and operations prudently;

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(c)

(d)

(i)

(ii)

(e)

(f)

(i)

(ii)

(iii)

(g)

(h)

(a)

(b)

(c)

(a)

in discharging its obligations under this «Act, not «act contrary to the interests of the

public, having particular regard to the interests of the investing public;

ensure that access for participation in its facilities is subject to criteria that are fair

«and objective, «and that are designed to ensure the orderly functioning of the

market «and to protect the interests of the investing public;

maintain business rules «and, where appropriate, listing rules that make satisfactory

provision for —

a fair, orderly «and transparent market in «securities or «futur es contracts

that are traded through its facilities; «and

the proper regulation «and supervision of its members;

enforce compliance with its business rules «and, where appropriate, its listing rules;

have sufficient financial, human «and system resources —

to operate a fair, orderly «and transparent market;

to meet contingencies or disasters; «and

to provide adequate security arrangements; «and

ensure that it appoints or employs fit «and proper persons as its chairman, chief

executive officer, directors «and key management officers.

(2)  In subsection (1)(g), “contingencies or disasters” includes technical disruptions occurring

within automated systems.

Obligation to manage risks pr udently

16A.—(1)   Without prejudice to the generality of section 16(1)(b), an approved exchange

shall —

ensure that the systems and controls concerning the assessment and management of

risks to every market that it operates are adequate and appropriate for the scale and

nature of its operations;

obtain the Authority’s approval to the limits which it intends to establish on the

number of open positions which may be held by any person under any futures

contract traded on a futures market that it operates, and vary those limits only in a

manner approved by the Authority; and

obtain the Authority’s approval if it does not intend to establish limits on the number

of open positions which may be held by any person under any futures contract traded

on a futures market that it operates.

(2)  Nothing in subsection (1) shall preclude an approved exchange from —

establishing, in respect of open positions which may be held by any person under any

futures contract traded on a futures market that it operates, different position limits

for different futures contracts, or for different months or days in the period the

positions may be held; or

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(b)

(a)

(i)

(ii)

(iii)

(b)

(i)

(ii)

(iii)

(c)

(i)

(ii)

(d)

(e)

(f)

(a)

establishing limits whether on long or short positions, and whether on a net or gross

basis.

(3)  An approved exchange which contravenes subsection (1) shall be guilty of an offence

and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a

continuing offence, to a further fine not exceeding $20,000 for every day or part thereof during

which the offence continues after conviction.

(4)  Any person who wilfully exceeds any position limit established or varied by an approved

exchange shall be guilty of an offence and shall be liable on conviction to a fine not exceeding

$150,000.

Obligation to notify Authority of certain matter s

17.—(1)  An approved exchange shall, as soon as practicable after the occurrence of any of

the following circumstances, notify the Authority of the circumstance:

any material change to the information provided by the approved exchange in its

application under section 7(1) or 11(1);

the carrying on of any business by the approved exchange other than —

the business of operating a market;

a business incidental to operating a market; or

such business or class of businesses as the Authority may prescribe;

the acquisition by the approved exchange of a substantial shareholding in a

corporation which does not carry on —

the business of operating a market;

a business incidental to operating a market; or

such business or class of businesses as the Authority may prescribe;

the approved exchange becoming aware of a financial irregularity or other matter

which in its opinion —

may affect its ability to discharge its financial obligations; or

may affect the ability of a member of the approved exchange to meet its

financial obligations to the approved exchange;

the approved exchange reprimanding, fining, suspending, expelling or otherwise

taking disciplinary action against a member of the approved exchange;

any other matter that the Authority may prescribe by regulations or specify by notice

in writing to the approved exchange.

(2)  Without prejudice to the generality of section 46(1), the Authority may, at any time after

receiving a notification referred to in subsection (1), issue directions to the approved

exchange —

where the notification relates to a matter referred to in subsection (1)(b) —

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(i)

(ii)

(i)

(ii)

(b)

(a)

(b)

(i)

(ii)

(a)

(b)

(a)

to cease carrying on the first-mentioned business referred to in subsection (1)

(b); or

to carry on the first-mentioned business referred to in subsection (1)(b)

subject to such conditions or restrictions as the Authority may impose, if the

Authority is of the opinion that this is necessary for any purpose referred to

in section 46(1); or

where the notification relates to a matter referred to in subsection (1)(c) —

to dispose of the shareholding referred to in subsection (1)(c); or

to exercise its rights relating to such shareholding subject to such conditions

or restrictions as the Authority may impose, if the Authority is of the opinion

that this is necessary for any purpose referred to in section 46(1),

and the approved exchange shall comply with such directions.

Obligation to maintain pr oper r ecor ds

18.  An approved exchange shall maintain a record of all transactions effected through its

facilities in such form and manner as the Authority may prescribe, including —

the extent to which the record includes details of each transaction; and

the period of time that the record is to be maintained.

Obligation to submit periodic r eports

19.  An approved exchange shall submit to the Authority such reports in such form, manner

and frequency as the Authority may prescribe.

Obligation to assist Authority

20.  An approved exchange shall provide such assistance to the Authority as the Authority

may require for the performance of the functions «and duties of the Authority, including the

furnishing of such returns «and the provision of —

such books «and other information —

relating to the business of the approved exchange; or

in respect of such dealings in «securities or trading in «futur es contracts;

«and

such other information,

as the Authority may require for the proper administration of this «Act.

Obligation to maintain confidentiality

21.—(1)   Subject to subsection (2), an approved exchange and its officers and employees

shall maintain, and aid in maintaining, the confidentiality of all user information that —

comes to the knowledge of the approved exchange or any of its officers or

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(b)

(a)

(b)

(c)

(a)

(b)

employees; or

is in the possession of the approved exchange or any of its officers or employees.

(2)  Subsection (1) shall not apply to —

the disclosure of user information for such purposes, or in such circumstances, as the

Authority may prescribe;

any disclosure of user information which is authorised by the Authority to be

disclosed or furnished; or

the disclosure of user information pursuant to any requirement imposed under any

written law or order of court in Singapore.

(3)  For the avoidance of doubt, nothing in this section shall be construed as preventing an

approved exchange from entering into a written agreement with a user which obliges the

approved exchange to maintain a higher degree of confidentiality than that specified in this

section.

Penalties under this Subdivision

22.  Any approved exchange which contravenes section 16(1), 17, 18, 19, 20 or 21(1) shall

be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and,

in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part

thereof during which the offence continues after conviction.

Subdivision (2) —Rules of approved exchanges

Business r ules and listing r ules of appr oved exchanges

23.—(1)  Without limiting the generality of sections 16 and 45 —

the Authority may prescribe the matters that an approved exchange shall make

provision for in the business rules or listing rules of the approved exchange; and

the approved exchange shall make provision for those matters in its business rules or

listing rules, as the case may be.

(2)   An approved exchange shall not make any amendment to its business rules or listing

rules unless it complies with such requirements as the Authority may prescribe.

(3)  In this Subdivision, any reference to an amendment to a business rule or listing rule shall

be construed as a reference to a change to the scope of, or to any requirement, obligation or

restriction under, the business rule or listing rule, as the case may be, whether the change is

made by an alteration to the text of the rule or by any other notice issued by or on behalf of the

approved exchange.

(4)  Any approved exchange which contravenes subsection (1) or (2) shall be guilty of an

offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a

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(a)

(b)

(i)

(ii)

(a)

(i)

(ii)

(b)

(c)

continuing offence, to a further fine not exceeding $15,000 for every day or part thereof during

which the offence continues after conviction.

Business r ules of appr oved exchanges have effect as contr act

24.—(1)    The business rules of an approved exchange shall be deemed to be, and shall

operate as, a binding contract —

between the approved exchange and each member; and

between each member and every other member.

(2)  The approved exchange and each member shall be deemed to have agreed to observe and

perform the provisions of the business rules that are in force for the time being, so far as those

provisions are applicable to the approved exchange or that member, as the case may be.

[Aust. Corporations 2001, s. 772A]

Power of court to or der obser vance or enfor cement of business r ules or listing r ules

25.—(1)  Where any person who is under an obligation to comply with, observe, enforce or

give effect to the business rules or listing rules of an approved exchange fails to do so, the High

Court may, on the application of the Authority, an approved exchange or a person aggrieved by

the failure, and after giving the first-mentioned person an opportunity to be heard, make an

order directing the first-mentioned person to comply with, observe, enforce or give effect to

those business rules or listing rules.

(2)  A person against whom an order under subsection (1) may be made shall be —

a corporation which —

has been admitted to the official list of an approved exchange; and

has not been removed from that official list;

a person associated with a corporation which —

has been admitted to the official list of an approved exchange; and

has not been removed from that official list,

to the extent to which the business rules or listing rules purport to apply to him; or

an approved exchange.

(3)  This section is in addition to, and not in derogation of, any other remedy available to an

aggrieved person referred to in subsection (1).

[SIA, s. 20; FTA, s. 10]

Non-compliance with business r ules or listing r ules not to substantially affect rights of

per son

26.  Any failure by an approved exchange to comply with —

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(a)

(b)

(c)

(a)

(b)

(a)

(b)

(a)

(b)

(i)

(ii)

(a)

this Act;

its business rules; or

where applicable, its listing rules,

in relation to a matter shall not prevent the matter from being treated, for the purposes of this

Act, as done in accordance with the business rules or listing rules so long as the failure does not

substantially affect the rights of any person entitled to require compliance with the business

rules or listing rules.

Subdivision (3) —Matters requiring approval of Authority

Contr ol of substantial shar eholding in appr oved exchanges

27.—(1)    No person shall enter into any agreement to acquire shares in an approved

exchange by virtue of which he would, if the agreement had been carried out, become a

substantial shareholder of the approved exchange without first obtaining the approval of the

Authority to enter into the agreement.

(2)  No person shall become —

a 12% controller; or

a 20% controller,

of an approved exchange without first obtaining the approval of the Authority.

(3)  In subsection (2) —

“12% controller” means a person, not being a 20% controller, who alone or together with

his associates —

holds not less than 12% of the shares in the approved exchange; or

is in a position to control not less than 12% of the votes in the approved

exchange;

“20% controller” means a person who, alone or together with his associates —

holds not less than 20% of the shares in the approved exchange; or

is in a position to control not less than 20% of the votes in the approved

exchange.

(4)  In this section —

a person holds a share if —

he is deemed to have an interest in that share under section 7(6) to (10) of the

Companies Act (Cap. 50); or

he otherwise has a legal or an equitable interest in that share, except such

interest as is to be disregarded under section 7(6) to (10) of the Companies

Act;

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(b)

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

(ix)

(c)

(a)

(b)

a reference to the control of a percentage of the votes in an approved exchange shall

be construed as a reference to the control, whether direct or indirect, of that

percentage of the total number of votes that might be cast in a general meeting of the

approved exchange; and

a person, A, is an associate of another person, B, if —

A is the spouse, a parent, remoter lineal ancestor or step-parent, a son,

daughter, remoter issue, step-son or step-daughter or a brother or sister of B;

A is a body corporate that is, or a majority of the directors of which are,

accustomed or under an obligation whether formal or informal to act in

accordance with the directions, instructions or wishes of B;

[Deleted by Act 35 of 2014 wef 01/07/2015]

A is a person who is accustomed or under an obligation, whether formal or

informal, to act in accordance with the directions, instructions or wishes of B;

Ais a subsidiary of B;

[Deleted by Act 35 of 2014 wef 01/07/2015]

A is a body corporate in which B, alone or together with other associates of B

as described in sub-paragraphs (ii), (iv) and (v), is in a position to control not

less than 20% of the votes in A; or

[Deleted by Act 35 of 2014 wef 01/07/2015]

A is a person with whom B has an agreement or arrangement, whether oral or

in writing and whether express or implied, to act together with respect to the

acquisition, holding or disposal of shares or other interests in, or with respect

to the exercise of their votes in relation to, the approved exchange.

(5)  The Authority may grant its approval referred to in subsection (1) or (2) subject to such

conditions or restrictions as the Authority may think fit.

(6)  Without prejudice to subsection (11), the Authority may, for the purposes of securing

compliance with subsection (1) or (2), or any condition or restriction imposed under

subsection (5), by notice in writing, direct the transfer or disposal of all or any of the shares of

an approved exchange in which a substantial shareholder, 12% controller or 20% controller of

the approved exchange has an interest.

(7)   Until a person to whom a direction has been issued under subsection (6) transfers or

disposes of the shares which are the subject of the direction, and notwithstanding anything to

the contrary in the Companies Act (Cap. 50) or the memorandum or articles of association or

other constituent document or documents of the approved exchange —

no voting rights shall be exercisable in respect of the shares which are the subject of

the direction;

the approved exchange shall not offer or issue any shares (whether by way of rights,

[Act 35 of 2014 wef 01/07/2015]

[Act 35 of 2014 wef 01/07/2015]

[Act 35 of 2014 wef 01/07/2015]

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(c)

(a)

(b)

bonus, share dividend or otherwise) in respect of the shares which are the subject of

the direction; and

except in a liquidation of the approved exchange, the approved exchange shall not

make any payment (whether by way of cash dividend, dividend in kind or otherwise)

in respect of the shares which are the subject of the direction.

(8)  Any issue of shares by an approved exchange in contravention of subsection (7)(b) shall

be deemed to be null and void, and a person to whom a direction has been issued under

subsection (6) shall immediately return those shares to the approved exchange, upon which the

approved exchange shall return to the person any payment received from him in respect of those

shares.

(9)  Any payment made by an approved exchange in contravention of subsection (7)(c) shall

be deemed to be null and void, and a person to whom a direction has been issued under

subsection (6) shall immediately return the payment he has received to the approved exchange.

(10)  The Authority may exempt —

any person or class of persons; or

any class or description of shares or interests in shares,

from the requirement under subsection (1) or (2), subject to such conditions or restrictions as

may be imposed by the Authority.

(11)    Any person who contravenes subsection (1) or (2), or any condition or restriction

imposed by the Authority under subsection (5), shall be guilty of an offence and shall be liable

on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a

further fine not exceeding $20,000 for every day or part thereof during which the offence

continues after conviction.

(12)  Any person who contravenes subsection (7)(b) or (c), (8) or (9) or any direction issued

by the Authority under subsection (6) shall be guilty of an offence and shall be liable on

conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further

fine not exceeding $15,000 for every day or part thereof during which the offence continues

after conviction.

[E (DM) A, s. 15]

Appr oval of chairman, chief executive officer, dir ector and key per sons

28.—(1)    No approved exchange shall appoint a person as its chairman, chief executive

officer or director unless the approved exchange has obtained the approval of the Authority.

(2)   The Authority may, by notice in writing, require an approved exchange to obtain the

approval of the Authority for the appointment of any person to any key management position or

committee of the approved exchange and the approved exchange shall comply with the notice.

(3)  An application for approval under subsection (1) or (2) shall be made in such form and

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(a)

(i)

(ii)

(b)

manner as the Authority may prescribe.

(4)    Without prejudice to the generality of section 45 and to any other matter that the

Authority may consider relevant, the Authority may, in determining whether to grant its

approval under subsection (1) or (2), have regard to such criteria as the Authority may prescribe

or specify in directions issued by notice in writing.

(5)  Subject to subsection (6), the Authority shall not refuse an application for approval under

this section without giving the approved exchange an opportunity to be heard.

(6)  The Authority may refuse an application for approval on any of the following grounds

without giving the approved exchange an opportunity to be heard:

the person is an undischarged bankrupt, whether in Singapore or elsewhere;

the person has been convicted, whether in Singapore or elsewhere, of an offence —

involving fraud or dishonesty or the conviction for which involved a finding

that he had acted fraudulently or dishonestly; and

punishable with imprisonment for a term of 3 months or more.

(7)  Where the Authority refuses an application for approval under this section, the Authority

need not give the person who was proposed to be appointed an opportunity to be heard.

(8)  An approved exchange shall, as soon as practicable, give written notice to the Authority

of the resignation or removal of its chairman, chief executive officer, director or person referred

to in the notice issued by the Authority under subsection (2).

(9)  Without prejudice to the generality of section 45, the Authority may make regulations

relating to the composition and duties of the board of directors or any committee of an approved

exchange.

(10)    In this section, “committee” includes any committee of directors, disciplinary

committee, appeals committee or any body responsible for disciplinary action against a member

of an approved exchange.

(11)   The Authority may exempt any approved exchange or class of approved exchanges

from the requirement under subsection (1) or (8), subject to such conditions or restrictions as

may be imposed by the Authority.

(12)  Any approved exchange which contravenes subsection (1), (2) or (8) shall be guilty of

an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of

a continuing offence, to a further fine not exceeding $20,000 for every day or part thereof

during which the offence continues after conviction.

Power of Authority to appr ove instr uments, contr acts and tr ansactions

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(a)

(b)

(i)

(ii)

(iii)

(c)

(d)

(a)

(b)

(a)

29.—(1)  No approved exchange shall, without the approval of the Authority, list, de-list or

permit the trading of —

any futures contract;

any right, option or derivative in respect of any debentures, stocks or shares;

any right under a contract for differences or under any other contract the purpose or

purported purpose of which is to secure a profit or avoid a loss by reference to

fluctuations in —

the value or price of any debentures, stocks or shares;

the value or price of any group of debentures, stocks or shares; or

an index of any debentures, stocks or shares; or

such other instrument, contract or transaction, or class of instruments, contracts or

transactions as the Authority may prescribe,

on any market operated by the approved exchange.

(2)  The Authority may grant approval for an approved exchange to list, de-list or permit the

trading of any instrument, contract or transaction, or any class of instruments, contracts or

transactions, referred to in subsection (1), subject to such conditions or restrictions as the

Authority may think fit to impose by notice in writing to the approved exchange.

(3)  Any approved exchange which contravenes subsection (1) or any of the conditions or

restrictions imposed under subsection (2) shall be guilty of an offence and shall be liable on

conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further

fine not exceeding $20,000 for every day or part thereof during which the offence continues

after conviction.

Listing of appr oved exchanges on securities mar ket

30.—(1)    The securities of an approved exchange shall not be listed for quotation on a

securities market that is operated by the approved exchange or any of its related corporations

unless the approved exchange and the operator of the securities market have entered into such

arrangements as the Authority may require —

for dealing with possible conflicts of interest that may arise from such listing; and

for the purpose of ensuring the integrity of the trading of the securities of the

approved exchange on the securities market.

(2)   Where the securities of an approved exchange are listed for quotation on a securities

market operated by the approved exchange or any of its related corporations, the listing rules of

the securities market shall be deemed to allow the Authority to act in place of the operator of

the securities market in making decisions and taking action, or to require the operator of the

securities market to make decisions and to take action on behalf of the Authority, on —

the admission or removal of the approved exchange to or from the official list of the

securities market; and

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(b)

(a)

(b)

(a)

(b)

(c)

(i)

(ii)

granting approval for the securities of the approved exchange to be, or stopping or

suspending the securities of the approved exchange from being, listed for quotation

or quoted on the securities market.

(3)  The Authority may, by notice in writing to the operator of the securities market —

modify the listing rules of the securities market for the purpose of their application to

the listing for quotation or trading of the securities of the approved exchange; or

waive the application of any listing rule of the securities market to the approved

exchange.

(4)  Any approved exchange which contravenes subsection (1) shall be guilty of an offence

and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a

continuing offence, to a further fine not exceeding $20,000 for every day or part thereof during

which the offence continues after conviction.

Subdivision (4) —Powers of Authority

31.  [Repealed by Act 10 of 2013 wef 18/04/2013]

Power of Authority in securities mar ket

32.—(1)   Without prejudice to the generality of section 46, where the Authority is of the

opinion that it is necessary to prohibit trading in —

particular securities of, or made available by, an entity;

particular units or derivatives of units in a business trust; or

particular units of a collective investment scheme,

on a securities market of an approved exchange —

in order to protect persons buying or selling the securities, units or derivatives of

units in a business trust or units in a collective investment scheme; or

in the interests of the public,

the Authority may give notice in writing to the approved exchange stating that it is of that

opinion and setting out the reasons for its opinion.

(2)  If, after the receipt of the notice given under subsection (1), the approved exchange fails

to take any action in relation to those securities, units or derivatives of units in a business trust

or units in a collective investment scheme on that securities market and the Authority continues

to be of the opinion that it is necessary to prohibit trading in those securities, units or

derivatives of units in a business trust or units in a collective investment scheme on that

securities market, the Authority may, by notice in writing to the approved exchange, prohibit

trading in those securities, units or derivatives of units in a business trust or units in a collective

investment scheme on that securities market for such period, not exceeding 14 days, as is

specified in the notice.

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(i)

(ii)

(iii)

(a)

(b)

(a)

(b)

(c)

(3)  Where the Authority gives a notice to an approved exchange under subsection (2), the

Authority shall —

at the same time send a copy of the notice to —

in the case of securities, the entity;

in the case of units or derivatives of units in a business trust, the trustee of

the business trust; or

in the case of units in a collective investment scheme, the responsible person

of the collective investment scheme,

together with a statement setting out the reasons for the giving of the notice; and

as soon as practicable, furnish to the Minister a written report setting out the reasons

for the giving of the notice and send a copy of the report to the approved exchange.

(4)    Any person who is aggrieved by any action taken by the Authority or an approved

exchange under this section may, within 30 days after the person is notified of the action, appeal

to the Minister whose decision shall be final.

(5)  Notwithstanding the lodging of an appeal under subsection (4), any action taken by the

Authority or an approved exchange under this section shall continue to have effect pending the

decision of the Minister.

(6)    The Minister may, when deciding an appeal under subsection (4), make such

modification as he considers necessary to any action taken by the Authority or an approved

exchange under this section, and such modified action shall have effect from the date of the

decision of the Minister.

(7)  Any approved exchange which permits trading in securities on the securities market of

the approved exchange in contravention of a notice given under subsection (2) shall be guilty of

an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of

a continuing offence, to a further fine not exceeding $10,000 for every day or part thereof

during which the offence continues after conviction.

[SIA, s. 22]

Additional power s of Authority in r espect of auditor s

33.—(1)   If an auditor of an approved exchange, in the course of the performance of his

duties, becomes aware of —

any matter which, in his opinion, adversely affects or may adversely affect the

financial position of the approved exchange to a material extent;

any matter which, in his opinion, constitutes or may constitute a breach of any

provision of this «Act or an offence involving fraud or dishonesty; or

any irregularity that has or may have a material effect upon the accounts of the

approved exchange, including any irregularity that affects or jeopardises, or may

affect or jeopardise, the funds or property of investors in «securities or «futur es

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(a)

(b)

(c)

(d)

(a)

(b)

(c)

(d)

contracts,

the auditor shall immediately send to the Authority a written report of the matter or the

irregularity.

(2)  An auditor of an approved exchange shall not, in the absence of malice on his part, be

liable to any action for defamation at the suit of any person in respect of any statement made in

his report under subsection (1).

(3)  Subsection (2) shall not restrict or affect any right, privilege or immunity that the auditor

of an approved exchange may have, apart from this section, as a defendant in an action for

defamation.

(4)    The Authority may impose all or any of the following duties on an auditor of an

approved exchange:

a duty to submit such additional information «and reports in relation to his audit as

the Authority considers necessary;

a duty to enlarge, extend or alter the scope of his audit of the business «and affairs of

the approved exchange;

a duty to carry out any other examination or establish any procedure in any particular

case;

a duty to submit a report on any matter arising out of his audit, examination or

establishment of procedure referred to in paragraph (b) or (c),

«and the auditor shall carry out such duties.

(5)  The approved exchange shall remunerate the auditor in respect of the discharge by him

of all or any of the duties referred to in subsection (4).

[E (DM) A, s. 16]

Emer gency power s of Authority

34.—(1)  Where the Authority has reason to believe that an emergency exists, or thinks that

it is necessary or expedient in the interests of the public or a section of the public or for the

protection of investors, the Authority may direct by notice in writing an approved exchange to

take such action as it considers necessary to maintain or restore orderly trading in «securities or

«futur es contracts or any class of «securities or «futur es contracts.

(2)    Without prejudice to subsection (1), the actions which the Authority may direct an

approved exchange to take shall include —

terminating or suspending trading on the approved exchange;

confining trading to liquidation of «securities or «futur es contracts positions;

ordering the liquidation of all positions or any part thereof or the reduction in such

positions;

limiting trading to a specific price range;

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(e)

(f)

(g)

(h)

(i)

(j)

(a)

(b)

(c)

(a)

(b)

(c)

modifying trading days or hours;

altering conditions of delivery;

fixing the settlement price at which positions are to be liquidated;

requiring any person to «act in a specified manner in relation to trading in «securities

or «futur es contracts or any class of «securities or «futur es contracts;

requiring margins or additional margins for any «securities or «futur es contracts;

«and

modifying or suspending any of the business rules of the approved exchange.

(3)  Where the approved exchange fails to comply with any direction of the Authority under

subsection (1) within such time as is specified by the Authority, the Authority may —

set margin levels in any «securities or «futur es contract or class of «securities or

«futur es contracts to cater for the emergency;

set limits that may apply to market positions acquired in good faith prior to the date

of the notice issued by the Authority; or

take such other action as the Authority may think fit to maintain or restore orderly

trading in any «securities or «futur es contracts or class of «securities or «futur es

contracts, or liquidation of any position in respect of any «securities or «futur es

contract or class of «securities or «futur es contracts.

(4)   In this section, “emergency” means any threatened or actual market manipulation or

cornering, «and includes —

any «act of any government affecting a commodity or «securities;

any major market disturbance which prevents the market from accurately reflecting

the forces of supply «and demand for such commodity or «securities; or

any undesirable situation or practice which, in the opinion of the Authority,

constitutes an emergency.

(5)    The Authority may modify any action taken by an approved exchange under

subsection (1), including the setting aside of that action.

(6)    Any person who is aggrieved by any action taken by the Authority or an approved

exchange under this section may, within 30 days after the person is notified of the action, appeal

to the Minister whose decision shall be final.

(7)  Notwithstanding the lodging of an appeal under subsection (6), any action taken by the

Authority or an approved exchange under this section shall continue to have effect pending the

decision of the Minister.

(8)    The Minister may, when deciding an appeal under subsection (6), make such

modification as he considers necessary to any action taken by the Authority or an approved

exchange under this section, «and such modified action shall have effect from the date of the

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(a)

(i)

(ii)

(b)

(a)

(b)

(c)

(i)

(ii)

(d)

decision of the Minister.

(9)    Any approved exchange which fails to comply with a direction issued under

subsection (1) shall be guilty of an offence «and shall be liable on conviction to a fine not

exceeding $150,000 «and, in the case of a continuing offence, to a further fine not exceeding

$15,000 for every day or part thereof during which the offence continues after conviction.

[FTA, s. 41]

Power of Authority to exempt appr oved exchanges fr om pr ovisions of this Part

35.  The Authority may exempt an approved exchange or a class of approved exchanges from

any of the provisions of this Part if it is satisfied that the non-compliance by such approved

exchange or class of approved exchanges with such provision would not detract from the

objectives specified in section 5, subject to such conditions or restrictions as may be imposed

by the Authority.

Subdivision (5) —Immunity

Immunity fr om criminal or civil liability

36.  No criminal or civil liability shall be incurred by —

an approved exchange; or

any person acting on behalf of an approved exchange, including —

any director of the approved exchange; or

any member of any committee established by the approved exchange,

for any thing done (including any statement made) or omitted to be done with reasonable care

and in good faith in the course of, or in connection with, the discharge or purported discharge of

its obligations under this Act or the business rules or, where appropriate, listing rules of the

approved exchange.

Division 3 —Regulation of Recognised Market Operators

Gener al obligations

37.—(1)  A recognised market operator shall, in respect of every market which it operates —

as far as is reasonably practicable, ensure that the market is fair, orderly and

transparent;

manage any risks associated with its business and operations prudently;

in discharging its obligations under this Act, not act contrary to the interests of the

public, having particular regard to the interests of the investing public; and

have sufficient financial, human and system resources —

to operate a fair, orderly and transparent market;

to meet contingencies or disasters; and

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(iii)

(a)

(b)

(i)

(ii)

(c)

(d)

(a)

(b)

(i)

(ii)

(a)

(b)

to provide adequate security arrangements.

(2)  In subsection (1)(d), “contingencies or disasters” includes technical disruptions occurring

within automated systems.

Obligation to notify Authority of certain matter s

38.  A recognised market operator shall, as soon as practicable after the occurrence of any of

the following circumstances, notify the Authority of the circumstance:

any material change to the information provided by the recognised market operator in

its application under section 7(1) or 11(1);

[Deleted by Act 34 of 2012 wef 18/03/2013]

the recognised market operator becoming aware of a financial irregularity or other

matter which in its opinion —

may affect its ability to discharge its financial obligations; or

may affect the ability of a participant of the recognised market operator to

meet its financial obligations to the recognised market operator;

any other matter that the Authority may prescribe by regulations or specify by notice

in writing to the recognised market operator.

Obligation to maintain pr oper r ecor ds

39.  A recognised market operator shall maintain a record of all transactions effected through

its facilities in such form and manner as the Authority may prescribe, including —

the extent to which the record includes details of each transaction; and

the period of time that the record is to be maintained.

Obligation to submit periodic r eports

40.  A recognised market operator shall submit to the Authority such reports in such form,

manner and frequency as the Authority may prescribe.

Obligation to assist Authority

41.    A recognised market operator shall provide such assistance to the Authority as the

Authority may require for the performance of the functions «and duties of the Authority,

including the furnishing of such returns «and the provision of —

such books «and other information —

relating to the business of the recognised market operator; or

in respect of such dealings in «securities or trading in «futur es contracts;

«and

such other information,

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(a)

(b)

(i)

(ii)

(iii)

(c)

(d)

as the Authority may require for the proper administration of this «Act.

Power of Authority to appr ove instr uments, contr acts and tr ansactions

42.—(1)  No recognised market operator shall, without the approval of the Authority, list, delist or permit the trading of —

any futures contract;

any right, option or derivative in respect of any debentures, stock or shares;

any right under a contract for differences or under any other contract the purpose or

purported purpose of which is to secure a profit or avoid a loss by reference to

fluctuations in —

the value or price of any debentures, stock or shares;

the value or price of any group of debentures, stock or shares; or

an index of any debentures, stock or shares; and

such other instrument, contract or transaction, or class of instruments, contracts or

transactions, as the Authority may prescribe,

on any market operated by the recognised market operator.

(2)   The Authority may grant approval for any instrument, contract or transaction, or any

class of instruments, contracts or transactions, referred to in subsection (1), subject to such

conditions or restrictions as the Authority may think fit to impose by notice in writing to the

recognised market operator.

(3)    The recognised market operator shall comply with the conditions and restrictions

imposed under subsection (2).

[FTA, s. 5]

Penalties under this Division

43.  Any recognised market operator which contravenes section 37(1), 38, 39, 40, 41 or 42(1)

or (3) 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.

Power of Authority to exempt r ecognised mar ket oper ator s fr om pr ovisions of this Part

43A.—(1)  The Authority may exempt a recognised market operator or a class of recognised

market operators from any of the provisions in this Part if it is satisfied that the non-compliance

by such recognised market operator or class of recognised market operators with such provision

would not detract from the objectives specified in section 5.

(2)  Such exemption shall be subject to such conditions or restrictions as may be imposed by

the Authority.

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(i)

(ii)

(iii)

(a)

(i)

(ii)

(iii)

(b)

(c)

(d)

(e)

(f)

(g)

Division 4 —General Powers of Authority

Power of Authority to r emove officer s

44.—(1)    Where the Authority is satisfied that an officer of an approved exchange or a

recognised market operator —

has wilfully contravened or wilfully caused that approved exchange or recognised

market operator to contravene —

this Act;

where applicable, its business rules; or

where applicable, its listing rules;

has, without reasonable excuse, failed to ensure compliance by that approved

exchange or recognised market operator, a member of that approved exchange or

recognised market operator, or a person associated with that member with —

this Act;

where applicable, the business rules of that approved exchange or recognised

market operator; or

where applicable, the listing rules of that approved exchange or recognised

market operator;

has failed to discharge the duties or functions of his office or employment;

is an undischarged bankrupt, whether in Singapore or elsewhere;

has had execution against him in respect of a judgment debt returned unsatisfied in

whole or in part;

has, whether in Singapore or elsewhere, made a compromise or scheme of

arrangement with his creditors, being a compromise or scheme of arrangement that is

still in operation; or

has been convicted, whether in Singapore or elsewhere, of an offence involving fraud

or dishonesty or the conviction for which involved a finding that he had acted

fraudulently or dishonestly,

the Authority may, if it thinks it necessary in the interests of the public or a section of the public

or for the protection of investors, by notice in writing direct that approved exchange or

recognised market operator to remove the officer from his office or employment, and that

approved exchange or recognised market operator shall comply with such notice,

notwithstanding the provisions of section 152 of the Companies Act (Cap. 50).

(2)    Without prejudice to any other matter that the Authority may consider relevant, the

Authority may, in determining whether an officer of an approved exchange or a recognised

market operator has failed to discharge the duties or functions of his office or employment for

the purposes of subsection (1)(c), have regard to such criteria as the Authority may prescribe or

specify in directions issued by notice in writing.

(3)    Subject to subsection (4), the Authority shall not direct an approved exchange or a

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(a)

(i)

(ii)

(b)

recognised market operator to remove an officer from his office or employment without giving

the approved exchange or recognised market operator an opportunity to be heard.

(4)    The Authority may direct an approved exchange or a recognised market operator to

remove an officer from his office or employment under subsection (1) on any of the following

grounds without giving the approved exchange or recognised market operator an opportunity to

be heard:

the officer is an undischarged bankrupt, whether in Singapore or elsewhere;

the officer has been convicted, whether in Singapore or elsewhere, of an offence —

involving fraud or dishonesty or the conviction for which involved a finding

that he had acted fraudulently or dishonestly; and

punishable with imprisonment for a term of 3 months or more.

(5)  Where the Authority directs an approved exchange or a recognised market operator to

remove an officer from his office or employment under subsection (1), the Authority need not

give that officer an opportunity to be heard.

(6)  Any approved exchange or a recognised market operator that is aggrieved by a direction

of the Authority made in relation to the approved exchange or recognised market operator, as

the case may be, under subsection (1) may, within 30 days after the approved exchange or

recognised market operator, as the case may be, is notified of the direction, appeal to the

Minister whose decision shall be final.

(7)  Notwithstanding the lodging of an appeal under subsection (6), any action taken by the

Authority under this section, shall continue to have effect pending the decision of the Minister.

(8)    The Minister may, when deciding an appeal under subsection (6), make such

modification as he considers necessary to any action taken by the Authority under this section,

and such modified action shall have effect from the date of the decision of the Minister.

(9)  Subject to subsection (10), no criminal or civil liability shall be incurred by an approved

exchange or a recognised market operator in respect of any thing done or omitted to be done

with reasonable care and in good faith in the discharge or purported discharge of its obligations

under this section.

(10)    Any approved exchange or a recognised market operator which, without reasonable

excuse, contravenes a written 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.

Inter pr etation of sections 44A to 44F

44A.  In this section and sections 44B to 44F, unless the context otherwise requires —

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(a)

(b)

(a)

(b)

(i)

(ii)

(iii)

(iv)

(c)

(d)

(a)

(b)

“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 —

which the Authority has assumed control of under section 44B; or

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 appr oved exchange or r ecognised mar ket oper ator 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 —

an approved exchange or a recognised market operator informs the Authority that it is

or is likely to become insolvent, or that it is or is likely to become unable to meet its

obligations, or that it has suspended or is about to suspend payments;

an approved exchange or a recognised market operator becomes unable to meet its

obligations, or is insolvent, or suspends payments;

the Authority is of the opinion that an approved exchange or a recognised market

operator —

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;

is or is likely to become insolvent, or is or is likely to become unable to meet

its obligations, or is about to suspend payments;

has contravened any of the provisions of this Act; or

has failed to comply with any condition or restriction imposed on it under

section 8(4) or (5); or

the Authority considers it in the public interest to do so.

(2)  Subject to subsections (1) and (3), the Authority may —

require the approved exchange or recognised market operator (as the case may be)

immediately to take any action or to do or not to do any act or thing whatsoever in

relation to its business as the Authority may consider necessary;

appoint one or more persons as statutory adviser, on such terms and conditions as the

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(c)

(a)

(b)

(a)

(b)

(c)

(a)

(b)

(c)

(a)

(b)

(c)

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

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 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 approved exchange or

recognised market operator (as the case may be) under subsection (2) shall only be in relation to

—

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

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, in the terms and

conditions of the appointment, which of the duties, functions and powers of the statutory

manager —

may be discharged or exercised by such persons jointly and severally;

shall be discharged or exercised by such persons jointly; and

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:

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;

further exercise any of the powers under subsection (2);

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 —

the exercise or purported exercise of any power under this Act;

the performance or purported performance of any function or duty under this Act; or

the compliance or purported compliance with this Act.
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(a)

(b)

(a)

(b)

(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 contr ol 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 —

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

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 —

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

shall have all the duties, powers and functions of the members of the board of

directors of the approved exchange or recognised market operator (as the case may

be) (collectively and individually) under this Act, the Companies Act (Cap. 50) and

the constitution of the approved exchange or recognised market operator (as the case

may be), including powers of delegation, in relation to the relevant business of the

approved exchange or recognised market operator (as the case may be); but nothing

in this paragraph 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

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(a)

(b)

(a)

(b)

(i)

(ii)

(a)

(b)

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 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 recognised market operator is

revoked under subsection (4) or (6), acts or purports to act after the revocation as the chief

executive officer or a director of the approved exchange or recognised market operator (as the

case may be) during the period when the Authority or statutory manager is in control of the

relevant business of the approved exchange or recognised market operator (as the case may be)

—

the act or purported act of the person shall be invalid and of no effect; and

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) —

the act or purported act of the person shall be invalid and of no effect; and

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 —

if there is any conflict or inconsistency between —

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

a direction or decision given by any chief executive officer, director,

member, executive officer, employee, agent or office holder, or the board of

directors, of the approved exchange or recognised market operator (as the

case may be),

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 subparagraph (ii); and

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
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(a)

(b)

(i)

(ii)

(a)

(b)

(a)

(b)

(c)

(d)

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 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).

Dur ation of contr ol

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 —

the reasons for the Authority’s assumption of control of the relevant business have

ceased to exist; or

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 —

if the Authority is satisfied that —

the reasons for the appointment have ceased to exist; or

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

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 —

the Authority’s assumption of control of the relevant business of an approved

exchange or a recognised market operator;

the cessation of the Authority’s control of the relevant business of an approved

exchange or a recognised market operator;

the appointment of a statutory manager in relation to the relevant business of an

approved exchange or a recognised market operator; and

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 officer s, member, etc., of appr oved exchange or r ecognised mar ket

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(a)

(b)

(a)

(b)

(a)

(b)

oper ator

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 —

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 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

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 the Authority’s or statutory

manager’s powers, in relation to the approved exchange or recognised market

operator (as the case may be), within such time and in such manner as may be

specified by the Authority or statutory manager.

(2)  Any person who —

without reasonable excuse, fails to comply with subsection (1)(b); or

in purported compliance with subsection (1)(b), knowingly or recklessly furnishes

any information or document that is false or misleading in a material particular,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or

to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing

offence, to a further fine not exceeding $5,000 for every day or part thereof during which the

offence continues after conviction.

Remuner ation and expenses of Authority and other s 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 —

to a statutory manager or statutory adviser appointed in relation to the approved

exchange or recognised market operator (as the case may be), whether or not the

appointment has been revoked; and

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

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(a)

(b)

(c)

(a)

(b)

(a)

(b)

(c)

(d)

(e)

reimburse the Authority any remuneration and expenses payable by the approved exchange or

recognised market operator (as the case may be) to a statutory manager or statutory adviser.

Power of Authority to make r egulations

45.—(1)  Without prejudice to section 341, the Authority may make regulations relating to

the exemption, recognition or approval of, and the requirements applicable to, persons who

establish, operate or assist in establishing or operating markets.

(1A)  The Authority may also make regulations for the purpose of carrying out section 16A,

including —

requiring an approved exchange to reckon specified positions for the purpose of

determining if limits established or varied under section 16A(1) have been exceeded;

requiring an approved exchange to take specified steps to ensure compliance with

those limits; and

specifying measures to manage any risks assumed by an approved exchange.

(2)  Regulations made under this section may provide —

that a contravention of any specified provision thereof shall be an offence; and

for a penalty not exceeding a fine of $150,000 or imprisonment for a term not

exceeding 12 months or both for each offence and, in the case of a continuing

offence, a further penalty not exceeding a fine of 10% of the maximum fine

prescribed for that offence for every day or part thereof during which the offence

continues after conviction.

Power of Authority to issue dir ections

46.—(1)  The Authority may, if it thinks it necessary or expedient —

for ensuring fair, orderly and transparent markets;

for ensuring the integrity and stability of the capital markets or the financial system;

in the interests of the public or a section of the public or for the protection of

investors;

for the effective administration of this Act; or

for ensuring compliance with any condition or restriction as may be imposed by the

Authority under section 8(4) or (5), 14(5), (6), (8) or (9), 17(2), 27(5) or (10), 28(11),

29(2), 35, 42(2) or 43A(2), or such other obligations or requirements under this Act

or as may be prescribed by the Authority,

issue directions, whether of a general or specific nature, by notice in writing, to an approved

exchange, a recognised market operator or an exempt market operator, and the approved

exchange, recognised market operator or exempt market operator shall comply with such

directions.

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(a)

(b)

(c)

(2)   Any approved exchange, a recognised market operator or an exempt market operator

which, without reasonable excuse, contravenes a direction issued under subsection (1) shall be

guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in

the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part

thereof during which the offence continues after conviction.

(3)    It shall not be necessary to publish any direction issued under subsection (1) in the

Gazette.

[SIA, s. 21; E (DM) A, s. 14]

Division 5 —Voluntary Transfer of Business of

Approved Exchange or Recognised Market Operator

Inter pr etation 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.

Voluntar y tr ansfer 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 —

the Authority has consented to the transfer;

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

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.

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(a)

(b)

(a)

(b)

(a)

(b)

(c)

(3)    The Authority may consent to a transfer under subsection (1)(a) if the Authority is

satisfied that —

the transferee is a fit and proper person; and

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 Authority, any information or document that the Authority may reasonably

require for the discharge of its duties or functions, or the exercise of its powers, under this

Division.

(8)  Any person who —

without reasonable excuse, fails to comply with any requirement under subsection

(7); or

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 to furnish under subsection (7), that the 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).

Appr oval of tr ansfer

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) —

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;

the transferor shall obtain the consent of the Authority under section 46AAA(1)(a);

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

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(d)

(e)

(f)

(a)

(b)

(a)

(b)

(a)

(b)

(c)

(d)

(e)

summary;

the transferor shall, at least 15 days before the application is made but not earlier than

one month after the report referred to in paragraph (a) is lodged with the Authority,

publish in the Gazette and in such newspaper or newspapers as the Authority may

determine a notice of the transferor’s intention to make the application and containing

such other particulars as may be prescribed;

the transferor and the transferee shall keep at their respective offices in Singapore, 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 the notice

referred to in paragraph (d) in the Gazette; and

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 transfer approved by the Authority under paragraph (c).

(3)  The Authority and any person who, in the opinion of the Court, is likely to be affected by

the transfer —

shall have the right to appear before and be heard by the Court in any proceedings

relating to the transfer; and

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

46AAA(1)(a) to the transfer.

(5)  The Court may, after taking into consideration the views, if any, of the Authority on the

transfer —

approve the transfer without modification or subject to any modification agreed to by

the transferor and the transferee; or

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:

the transfer to the transferee of the whole or any part of the business of the transferor;

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;

the continuation by (or against) the transferee of any legal proceedings pending by

(or against) the transferor;

the dissolution, without winding up, of the transferor;

the provisions to be made for persons who are affected by the transfer;
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(f)

(a)

(b)

(c)

(a)

(b)

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 —

provide for the transfer of any business, whether or not the transferor otherwise has

the capacity to effect the transfer in question;

make provision in relation to any property which is held by the transferor as trustee;

and

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 copy of the order with the Registrar of Companies and with the Authority; and

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.

PART IIA

TRADE REPOSITORIES

Objectives of this Part

46A.  The objectives of this Part are —

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(a)

(b)

(c)

(a)

(b)

to promote safe and efficient trade repositories;

to promote transparent markets through timely and reliable access to information on

transactions; and

to reduce systemic risks.

Inter pr etation of this Part

46B.  In this Part, unless the context otherwise requires —

“foreign trade repository” means a trade repository which is incorporated or formed

outside Singapore;

“foreign trade repository licence” means a licence that is granted by the Authority to a

foreign trade repository under section 46E(2);

“Singapore trade repository” means a trade repository which is incorporated in

Singapore;

“trade repository” means a corporation that collects «and maintains information on any

transactions relating to any «securities, «futur es contracts or derivatives contracts, or

any other transactions or class of transactions that the Authority may prescribe by

regulations made under section 341 for the purposes of this definition;

“trade repository licence” means a licence that is granted by the Authority to a Singapore

trade repository under section 46E(1).

Division 1 —Licensing of Trade Repositories

Holding out as licensed tr ade r epositor y or licensed for eign tr ade r epositor y

46C.—(1)  No person shall hold himself out —

as a licensed trade repository, unless he has in force a trade repository licence granted

by the Authority under section 46E(1); or

as a licensed foreign trade repository, unless he has in force a foreign trade repository

licence granted by the Authority under section 46E(2).

(2)  Any person who 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.

Application for licence

46D.—(1)  A corporation that is, or intends to be, a Singapore trade repository may apply to

the Authority for the grant of a trade repository licence.

(2)    A corporation that is, or intends to be, a foreign trade repository may apply to the

Authority for the grant of a foreign trade repository licence.

(3)  An application under subsection (1) or (2) shall be —

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(a)

(b)

(a)

(b)

(c)

(a)

(b)

made in such form and manner as the Authority may prescribe; and

accompanied by a non-refundable prescribed application fee, which shall be paid in

the manner specified by the Authority.

(4)  The Authority may require an applicant to furnish the Authority with such information or

documents as the Authority considers necessary in relation to the application.

Power of Authority to gr ant tr ade r epositor y licence or for eign tr ade r epositor y licence

46E.—(1)  Where a corporation referred to in section 46D(1) has made an application under

that provision, the Authority may grant the corporation a trade repository licence.

(2)  Where a corporation referred to in section 46D(2) has made an application under that

provision, the Authority may grant the corporation a foreign trade repository licence.

(3)  The Authority may grant a corporation a trade repository licence under subsection (1) or

a foreign trade repository licence under subsection (2) subject to such conditions or restrictions

as the Authority may think fit to impose by notice in writing, including conditions or

restrictions, either of a general or specific nature, relating to —

the activities that the corporation may undertake;

the transactions that may be reported to the corporation in its capacity as a trade

repository; «and

the nature of the investors or participants who may use or have an interest in the

corporation as a trade repository.

(4)    The Authority may, at any time, by notice in writing to the corporation, vary any

condition or restriction or impose such further condition or restriction as the Authority may

think fit.

(5)  A licensed trade repository or licensed foreign trade repository shall, for the duration of

the licence, satisfy every condition or restriction that may be imposed on it under subsection (3)

or (4).

(6)   The Authority shall not grant an applicant a trade repository licence or foreign trade

repository licence, unless the applicant meets such requirements, including minimum financial

requirements, as the Authority may prescribe, either generally or specifically.

(7)  Without prejudice to subsections (3), (4) «and (6), the Authority may, for the purposes

of granting a foreign trade repository licence under subsection (2), have regard, in addition to

any requirements prescribed under subsection (6), to —

whether adequate arrangements exist for co-operation between the Authority «and

the primary financial services regulatory authority responsible for the supervision of

the foreign trade repository in the country or territory in which the head office or

principal place of business of the foreign trade repository is situated; «and

whether the foreign trade repository is, in the country or territory in which the head

office or principal place of business is situated, subject to requirements «and

supervision comparable, in the degree to which the objectives specified in section

46A are achieved, to the requirements «and supervision to which licensed trade

repositories are subject under this «Act.

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(a)

(b)

(i)

(ii)

(a)

(b)

(c)

(d)

(e)

(f)

(i)

(ii)

(g)

(h)

(8)  In considering whether a foreign trade repository has satisfied the requirements specified

in subsection (7)(b), the Authority may have regard to —

the relevant laws «and practices of the country or territory in which the head office

or principal place of business of the foreign trade repository is situated; «and

the rules «and practices of the foreign trade repository acting in its capacity as a trade

repository.

(9)   The Authority may refuse to grant a corporation a trade repository licence or foreign

trade repository licence, if —

the corporation has not provided the Authority with such information as the Authority

may require, relating to —

the corporation or any person employed by or associated with the corporation

for the purposes of the corporation’s business or operations; or

any circumstances likely to affect the corporation’s manner of conducting

business or operations;

any information or document provided by the corporation to the Authority is false or

misleading;

the corporation or a substantial shareholder of the corporation is in the course of

being wound up or otherwise dissolved, whether in Singapore or elsewhere;

execution against the corporation or a substantial shareholder of the corporation in

respect of a judgment debt has been returned unsatisfied in whole or in part;

a receiver, a receiver «and manager, a judicial manager or a person in an equivalent

capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in

respect of, any property of the corporation or a substantial shareholder of the

corporation;

the corporation or a substantial shareholder of the corporation has, whether in

Singapore or elsewhere, entered into a compromise or scheme of arrangement with

the creditors of the corporation or shareholder, as the case may be, being a

compromise or scheme of arrangement that is still in operation;

the corporation, a substantial shareholder of the corporation or any officer of the

corporation —

has been convicted, whether in Singapore or elsewhere, of an offence

committed before, on or after the date of commencement of section 6 of the

«Securities «and «Futur es (Amendment) «Act 2012, involving fraud or

dishonesty or the conviction for which involved a finding that the

corporation, shareholder or officer, as the case may be, had acted

fraudulently or dishonestly; or

has been convicted of an offence under this «Act committed before, on or

after the date of commencement of section 6 of the «Securities «and

«Futur es (Amendment) «Act 2012;

the Authority is not satisfied as to the educational or other qualifications or

experience of the officers or employees of the corporation, having regard to the
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(i)

(j)

(i)

(ii)

(k)

(l)

(i)

(ii)

(m)

(n)

(o)

(a)

(b)

(c)

nature of the duties they are to perform in connection with the establishment or

operation of any licensed trade repository or licensed foreign trade repository;

the corporation fails to satisfy the Authority that the corporation is a fit «and proper

person or that all of its officers, employees «and substantial shareholders are fit «and

proper persons;

the Authority has reason to believe that the corporation may not be able to «act in the

best interests of its participants, having regard to the reputation, character, financial

integrity «and reliability of the corporation or its officers, employees or substantial

shareholders;

the Authority is not satisfied as to —

the financial standing of the corporation or any of its substantial

shareholders; or

the manner in which the business of the corporation is to be conducted, or the

operations of the corporation are to be conducted;

the Authority is not satisfied as to the record of past performance or expertise of the

corporation, having regard to the nature of the business or operations which the

corporation may carry on or conduct in connection with the establishment or

operation of any licensed trade repository or licensed foreign trade repository;

there are other circumstances which are likely to —

lead to the improper conduct of business or operations by the corporation or

any of its officers, employees or substantial shareholders; or

reflect discredit on the manner of conducting the business or operations of

the corporation or any of its substantial shareholders;

the Authority has reason to believe that the corporation, or any of its officers or

employees, will not operate a safe «and efficient trade repository; or

the Authority is of the opinion that it would be contrary to the interests of the public

to grant the corporation a trade repository licence or foreign trade repository licence.

(10)  Subject to subsection (11), the Authority shall not refuse to grant a corporation a trade

repository licence or foreign trade repository licence under subsection (9) without giving the

corporation an opportunity to be heard.

(11)  The Authority may refuse to grant a corporation a trade repository licence or foreign

trade repository licence on any of the following grounds without giving the corporation an

opportunity to be heard:

the corporation is in the course of being wound up or otherwise dissolved, whether in

Singapore or elsewhere;

a receiver, a receiver «and manager or a person in an equivalent capacity has been

appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any

property of the corporation;

the corporation has been convicted, whether in Singapore or elsewhere, of an offence

committed before, on or after the date of commencement of section 6 of the

«Securities «and «Futur es (Amendment) «Act 2012, involving fraud or dishonesty
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(a)

(b)

or the conviction for which involved a finding that it had acted fraudulently or

dishonestly.

(12)    The Authority shall give notice in the Gazette of any corporation granted a trade

repository licence under subsection (1) or a foreign trade repository licence under subsection

(2), «and such notice may include all or any of the conditions or restrictions imposed by the

Authority on the corporation under subsections (3) «and (4).

(13)  Any applicant which is aggrieved by a refusal of the Authority under subsection (6), (9)

or (11) to grant to the applicant a trade repository licence or foreign trade repository licence

may, within 30 days after the applicant is notified of the refusal, appeal to the Minister, whose

decision shall be final.

(14)  Any licensed trade repository or licensed foreign trade repository which contravenes

subsection (5) shall be guilty of an offence «and shall be liable on conviction to a fine not

exceeding $150,000 «and, in the case of a continuing offence, to a further fine not exceeding

$15,000 for every day or part thereof during which the offence continues after conviction.

Annual fees payable by licensed tr ade r epositor y or licensed for eign tr ade r epositor y

46F.—(1)  Every licensed trade repository and every licensed foreign trade repository shall

pay to the Authority such annual fees as may be prescribed in such manner as may be specified

by the Authority.

(2)  The Authority may, where it considers appropriate, refund or remit the whole or any part

of any annual fee paid or payable to it.

Cancellation of tr ade r epositor y licence or for eign tr ade r epositor y licence

46G.—(1)  A corporation which intends to cease operating as a licensed trade repository or

licensed foreign trade repository may apply to the Authority to cancel its trade repository

licence or foreign trade repository licence, as the case may be.

(2)  An application under subsection (1) shall be made in such form and manner, and not

later than such time, as the Authority may prescribe.

(3)  The Authority may cancel the trade repository licence or foreign trade repository licence

on such application if the Authority is satisfied that the cancellation of the trade repository

licence or foreign trade repository licence, as the case may be, will not detract from the

objectives specified in section 46A.

Power of Authority to r evoke tr ade r epositor y licence or for eign tr ade r epositor y licence

46H.—(1)  The Authority may revoke a trade repository licence or foreign trade repository

licence granted to a corporation, if —

there exists at any time a ground under section 46E(6) or (9) on which the Authority

may refuse an application;

the corporation does not commence operating as a licensed trade repository or

licensed foreign trade repository, as the case may be, within 12 months after the date

on which it was granted the trade repository licence or foreign trade repository

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(c)

(i)

(ii)

(iii)

(d)

(da)

(e)

(f)

(a)

(b)

(c)

(a)

(b)

licence, as the case may be;

the corporation ceases to operate as a trade repository;

the corporation contravenes —

any condition or restriction applicable in respect of its trade repository

licence or foreign trade repository licence, as the case may be;

any direction issued to it by the Authority under this «Act; or

any provision in this «Act;

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) 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;

the corporation operates in a manner that is, in the opinion of the Authority, contrary

to the interests of the public; or

any information or document provided by the corporation to the Authority is false or

misleading.

(2)   Subject to subsection (3), the Authority shall not revoke under subsection (1) a trade

repository licence or foreign trade repository licence that was granted to a corporation without

giving the corporation an opportunity to be heard.

(3)  The Authority may revoke a trade repository licence or foreign trade repository licence

that was granted to a corporation on any of the following grounds without giving the

corporation an opportunity to be heard:

the corporation is in the course of being wound up or otherwise dissolved, whether in

Singapore or elsewhere;

a receiver, a receiver «and manager or a person in an equivalent capacity has been

appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any

property of the corporation;

the corporation has been convicted, whether in Singapore or elsewhere, of an offence

committed before, on or after the date of commencement of section 6 of the

«Securities «and «Futur es (Amendment) «Act 2012, involving fraud or dishonesty

or the conviction for which involved a finding that it had acted fraudulently or

dishonestly.

(4)  For the purposes of subsection (1)(c), a corporation shall be deemed to have ceased to

operate as a trade repository if —

it has ceased to operate as a trade repository for more than 30 days, unless it has

obtained the prior approval of the Authority to do so; or

it has ceased to operate as a trade repository under a direction issued by the Authority

under section 46ZK.

(5)  Any corporation which is aggrieved by a decision of the Authority made in relation to

the corporation under subsection (1) may, within 30 days after the corporation is notified of the

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(a)

(b)

(c)

(d)

(e)

(f)

(i)

(ii)

(iii)

(g)

(h)

(i)

decision, appeal to the Minister, whose decision shall be final.

(6)  Notwithstanding the lodging of an appeal under subsection (5), any action taken by the

Authority under this section shall continue to have effect pending the decision of the Minister.

(7)    The Minister may, when deciding an appeal under subsection (5), make such

modifications as he considers necessary to any action taken by the Authority under this section,

«and such modified action shall have effect from the date of the decision of the Minister.

(8)  Any revocation under subsection (1) or (3) of a trade repository licence or foreign trade

repository licence granted to a corporation shall not operate as to affect any report to the

corporation made under Part VIA, or any obligation under Part VIA that was satisfied by

making a report to the corporation, while the corporation was a licensed trade repository or

licensed foreign trade repository, as the case may be.

(9)  The Authority shall give notice in the Gazette of any revocation under subsection (1) or

(3) of a trade repository licence or foreign trade repository licence.

Division 2 —Regulation of Licensed Trade Repositories

Subdivision (1) —Obligations of licensed trade repositories

Gener al obligations

46I.—(1)  A licensed trade repository —

shall operate in a safe and efficient manner in its capacity as a trade repository;

shall manage any risks associated with its business and operations prudently;

in discharging its obligations under this Act, shall not act contrary to the interests of

the public, having particular regard to the interests of the investing public;

shall ensure that access for participation in the licensed trade repository is subject to

criteria that are fair and objective, and that are designed to ensure the safe and

efficient functioning of the licensed trade repository and to protect the interests of the

investing public;

shall maintain business rules that make satisfactory provision for the licensed trade

repository to be operated in a safe and efficient manner;

shall enforce compliance by its participants with its business rules;

shall have sufficient financial, human and system resources —

to operate in a safe and efficient manner in its capacity as a trade repository;

to meet contingencies or disasters; and

to provide adequate security arrangements;

shall ensure that the Authority is provided with access to all information on

transactions reported to the licensed trade repository;

shall maintain governance arrangements that are adequate for the licensed trade

repository to be operated in a safe and efficient manner; and

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(j)

(a)

(b)

(a)

(i)

(ii)

(iii)

(b)

(i)

(ii)

(iii)

(c)

(d)

(e)

(i)

(f)

shall ensure that it appoints or employs fit and proper persons as its chairman, chief

executive officer, directors and key management officers.

(2)  In subsection (1)(g), “contingencies or disasters” includes technical disruptions occurring

within automated systems.

Obligation to manage risks pr udently

46J.    Without prejudice to the generality of section 46I(1)(b), a licensed trade repository

shall —

ensure that the systems and controls concerning the assessment and management of

risks to the licensed trade repository are adequate and appropriate for the scale and

nature of its operations; and

have adequate arrangements, processes, mechanisms or services to collect and

maintain information on transactions reported to the licensed trade repository.

Obligation to notify Authority of certain matter s

46K.—(1)  A licensed trade repository shall, as soon as practicable after the occurrence of

any of the following circumstances, give the Authority notice of the circumstance:

any material change to the information provided by the licensed trade repository in its

application under section 46D(1);

the carrying on of any business (referred to in this section as a proscribed business)

by the licensed trade repository that is —

not the business of operating as a trade repository;

not incidental to operating as a trade repository; or

not such business, or within such class of businesses, as the Authority may

prescribe;

the acquisition by the licensed trade repository of a substantial shareholding in a

corporation (referred to in this section as a proscribed corporation) which carries on

any business that is —

not the business of operating as a trade repository;

not incidental to operating as a trade repository; or

not such business, or within such class of businesses, as the Authority may

prescribe;

the licensed trade repository becoming aware of any financial irregularity or other

matter which in its opinion may affect its ability to discharge its financial obligations;

the licensed trade repository reprimanding, fining, suspending, expelling or otherwise

taking disciplinary action against a participant of the licensed trade repository;

any other matter that the Authority may —

prescribe by regulations made under section 46ZJ for the purposes of this

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(ii)

(i)

(ii)

(a)

(i)

(ii)

(b)

(a)

(b)

(c)

paragraph; or

specify by notice in writing to the licensed trade repository in any particular

case.

(2)  Without prejudice to the generality of section 46ZK(1), the Authority may, at any time

after receiving a notice referred to in subsection (1), issue directions to the licensed trade

repository —

where the notice relates to a matter referred to in subsection (1)(b) —

to cease carrying on the proscribed business; or

to carry on the proscribed business subject to such conditions or restrictions

as the Authority may impose, if the Authority is of the opinion that this is

necessary for any purpose referred to in section 46ZK(1); or

where the notice relates to a matter referred to in subsection (1)(c) —

to dispose of all or any part of its shareholding in the proscribed corporation

within such time and subject to such conditions as the Authority considers

appropriate; or

to exercise its rights relating to such shareholding, or to not exercise such

rights, subject to such conditions or restrictions as the Authority may impose,

if the Authority is of the opinion that this is necessary for any purpose

referred to in section 46ZK(1).

(3)    A licensed trade repository shall comply with every direction issued to it under

subsection (2), notwithstanding anything to the contrary in the Companies Act (Cap. 50) or any

other law.

Obligation to maintain pr oper r ecor ds

46L.—(1)  A licensed trade repository shall maintain a record of all transactions reported to

the licensed trade repository.

(2)  The Authority may prescribe by regulations made under section 46ZJ —

the form and manner in which the record referred to in subsection (1) shall be

maintained;

the information and details relating to each transaction that are to be maintained in

the record; and

the period of time that the record is to be maintained.

Obligation to submit periodic r eports

46M.  A licensed trade repository shall submit to the Authority such reports in such form and

manner, and at such frequency, as the Authority may prescribe.

Obligation to assist Authority

46N.    A licensed trade repository shall provide such assistance to the Authority as the

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(a)

(A)

(B)

(i)

(ii)

(b)

(a)

(b)

(a)

(b)

(c)

Authority may require for the performance of the functions and duties of the Authority,

including —

the furnishing of such returns as the Authority may require for the proper

administration of this Act; and

the provision of —

such books and information as the Authority may require for the proper

administration of this Act, being books and information —

relating to the business or operations of the licensed trade

repository; or

in respect of any transaction or class of transactions reported to the

licensed trade repository; and

such other information as the Authority may require for the proper

administration of this Act.

Obligation to maintain confidentiality

46O.—(1)    Subject to subsection (2), a licensed trade repository and its officers and

employees shall maintain, and aid in maintaining, the confidentiality of all user information and

transaction information that —

comes to the knowledge of the licensed trade repository or any of its officers or

employees; or

is in the possession of the licensed trade repository or any of its officers or

employees.

(2)  Subsection (1) shall not apply to —

the disclosure of user information or transaction information for such purposes, or in

such circumstances, as the Authority may prescribe;

any disclosure of user information or transaction information which is authorised by

the Authority to be disclosed or furnished; or

the disclosure of user information or transaction information pursuant to any

requirement imposed under any written law or order of court in Singapore.

(3)  For the avoidance of doubt, nothing in this section shall be construed as preventing a

licensed trade repository from entering into a written agreement with a participant which

obliges the licensed trade repository to maintain a higher degree of confidentiality than that

specified in this section.

(4)    A licensed trade repository shall comply with such other requirements relating to

confidentiality as the Authority may prescribe.

Penalties under this Subdivision

46P.   Any licensed trade repository which contravenes section 46I(1), 46J, 46K(1) or (3),

46L(1), 46M, 46N or 46O(1) or (4) shall be guilty of an offence and shall be liable on

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(a)

(b)

conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further

fine not exceeding $20,000 for every day or part thereof during which the offence continues

after conviction.

Subdivision (2) —Rules of licensed trade repositories

Business r ules of licensed tr ade r epositories

46Q.—(1)  Without limiting the generality of sections 46I and 46ZJ —

the Authority may prescribe the matters that a licensed trade repository shall make

provision for in the business rules of the licensed trade repository; and

the licensed trade repository shall make provision for those matters in its business

rules.

(2)  A licensed trade repository shall not make any amendments to its business rules unless it

complies with such requirements as the Authority may prescribe.

(3)  In this Subdivision, any reference to an amendment to a business rule shall be construed

as a reference to a change to the scope of, or to any requirement, obligation or restriction under,

the business rule, whether the change is made by an alteration to the text of the business rule or

by any other notice issued by or on behalf of the licensed trade repository.

(4)  Any licensed trade repository which contravenes subsection (1) or (2) shall be guilty of

an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of

a continuing offence, to a further fine not exceeding $15,000 for every day or part thereof

during which the offence continues after conviction.

Business r ules of licensed tr ade r epositories have effect as contr act

46R.—(1)  The business rules of a licensed trade repository shall be deemed to be, and shall

operate as, a binding contract between the licensed trade repository and each participant.

(2)   The licensed trade repository and each participant shall be deemed to have agreed to

observe, and perform the obligations under, the provisions of the business rules that are in force

for the time being, so far as those provisions are applicable to the licensed trade repository or

participant, as the case may be.

Power of court to or der obser vance or enfor cement of business r ules

46S.—(1)  Where any person who is under an obligation to comply with, observe, enforce or

give effect to the business rules of a licensed trade repository fails to do so, the High Court may,

on the application of the Authority, the licensed trade repository or a person aggrieved by the

failure, and after giving the first-mentioned person an opportunity to be heard, make an order

directing the first-mentioned person to comply with, observe, enforce or give effect to those

business rules.

(2)  In this section, “person” includes a licensed trade repository.

(3)  This section is in addition to, and not in derogation of, any other remedy available to an

aggrieved person referred to in subsection (1).

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(a)

(b)

(a)

(b)

(a)

(b)

(i)

(ii)

(a)

(b)

Non-compliance with business r ules not to substantially affect rights of per son

46T.  Any failure by a licensed trade repository to comply with this Act or its business rules

in relation to a matter shall not prevent the matter from being treated, for the purposes of this

Act, as done in accordance with the business rules, so long as the failure does not substantially

affect the rights of any person entitled to require compliance with the business rules.

Subdivision (3) —Matters requiring approval of Authority

Contr ol of substantial shar eholding in licensed tr ade r epositor y

46U.—(1)  No person shall enter into any agreement to acquire shares in a licensed trade

repository, being an agreement by virtue of which he would, if the agreement had been carried

out, become a substantial shareholder of the licensed trade repository, without first obtaining

the approval of the Authority to enter into the agreement.

(2)  No person shall become either of the following without first obtaining the approval of

the Authority:

a 12% controller of a licensed trade repository;

a 20% controller of a licensed trade repository.

(3)  In subsection (2) —

“12% controller”, in relation to a licensed trade repository, means a person, not being a

20% controller, who alone or together with his associates —

holds not less than 12% of the shares in the licensed trade repository; or

is in a position to control not less than 12% of the votes in the licensed trade

repository;

“20% controller”, in relation to a licensed trade repository, means a person who, alone or

together with his associates —

holds not less than 20% of the shares in the licensed trade repository; or

is in a position to control not less than 20% of the votes in the licensed trade

repository.

(4)  In this section —

a person holds a share if —

he is deemed to have an interest in that share under section 7(6) to (10) of the

Companies Act (Cap. 50); or

he otherwise has a legal or an equitable interest in that share, except such

interest as is to be disregarded under section 7(6) to (10) of the Companies

Act;

a reference to the control of a percentage of the votes in a licensed trade repository

shall be construed as a reference to the control, whether direct or indirect, of that

percentage of the total number of votes that might be cast in a general meeting of the

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(i)

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

(ix)

(c)

(a)

(b)

(c)

licensed trade repository; and

a person, A, is an associate of another person, B, if —

A is the spouse, a parent, remoter lineal ancestor or step-parent, a son,

daughter, remoter issue, step-son or step-daughter or a brother or sister of B;

A is a body corporate that is, or a majority of the directors of which are,

accustomed or under an obligation whether formal or informal to act in

accordance with the directions, instructions or wishes of B;

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A is a person who is accustomed or under an obligation, whether formal or

informal, to act in accordance with the directions, instructions or wishes of B;

Ais a subsidiary of B;

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A is a body corporate in which B, whether alone or together with other

associates of B as described in sub-paragraphs (ii), (iv) and (v), is in a

position to control not less than 20% of the votes in A; or

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A is a person with whom B has an agreement or arrangement, whether oral or

in writing and whether express or implied, to act together with respect to the

acquisition, holding or disposal of shares or other interests in, or with respect

to the exercise of their votes in relation to, the licensed trade repository.

(5)  The Authority may grant its approval referred to in subsection (1) or (2) subject to such

conditions or restrictions as the Authority may think fit.

(6)  Without prejudice to subsection (13), the Authority may, for the purposes of securing

compliance with subsection (1) or (2) or any condition or restriction imposed under subsection

(5), by notice in writing, direct the transfer or disposal of all or any of the shares of a licensed

trade repository in which a substantial shareholder, 12% controller or 20% controller of the

licensed trade repository has an interest.

(7)   Until a person to whom a direction has been issued under subsection (6) transfers or

disposes of the shares which are the subject of the direction, and notwithstanding anything to

the contrary in the Companies Act or the memorandum or articles of association or other

constituent document or documents of the licensed trade repository —

no voting rights shall be exercisable in respect of the shares which are the subject of

the direction;

the licensed trade repository shall not offer or issue any shares (whether by way of

rights, bonus, share dividend or otherwise) in respect of the shares which are the

subject of the direction; and

except in a liquidation of the licensed trade repository, the licensed trade repository

shall not make any payment (whether by way of cash dividend, dividend in kind or

otherwise) in respect of the shares which are the subject of the direction.

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(a)

(b)

(8)  Any issue of shares by a licensed trade repository in contravention of subsection (7)(b)

shall be deemed to be null and void, and a person to whom a direction has been issued under

subsection (6) shall immediately return those shares to the licensed trade repository, upon which

the licensed trade repository shall return to the person any payment received from the person in

respect of those shares.

(9)  Any payment made by a licensed trade repository in contravention of subsection (7)(c)

shall be deemed to be null and void, and a person to whom a direction has been issued under

subsection (6) shall immediately return the payment he has received to the licensed trade

repository.

(10)  Without prejudice to sections 46ZL(1) and 337(1), the Authority may, by regulations

made under section 46ZJ, exempt all or any of the following from subsection (1) or (2), subject

to such conditions or restrictions as the Authority may prescribe in those regulations:

any person or class of persons;

any class or description of shares or interests in shares.

(11)  Without prejudice to sections 46ZL(2) and 337(3) and (4), the Authority may, by notice

in writing, exempt any person, shares or interests in shares from subsection (1) or (2), subject to

such conditions or restrictions as the Authority may specify by notice in writing.

(12)  It shall not be necessary to publish any exemption granted under subsection (11) in the

Gazette.

(13)    Any person who contravenes subsection (1) or (2), or any condition or restriction

imposed by the Authority under subsection (5), shall be guilty of an offence and shall be liable

on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a

further fine not exceeding $20,000 for every day or part thereof during which the offence

continues after conviction.

(14)  Any person who contravenes subsection (7)(b) or (c), (8) or (9) or any direction issued

by the Authority under subsection (6) shall be guilty of an offence and shall be liable on

conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further

fine not exceeding $15,000 for every day or part thereof during which the offence continues

after conviction.

Appr oval of chairman, chief executive officer, dir ector «and key per sons

46V.—(1)    No licensed trade repository shall appoint a person as its chairman, chief

executive officer or director unless the licensed trade repository has obtained the approval of the

Authority.

(2)  The Authority may, by notice in writing, require a licensed trade repository to obtain the

approval of the Authority for the appointment of any person to any key management position or

committee of the licensed trade repository, «and the licensed trade repository shall comply with

the notice.

(3)  An application for approval under subsection (1) or (2) shall be made in such form «and

manner as the Authority may prescribe.

(4)  Without prejudice to the generality of section 46ZJ «and to any other matter that the

Authority may consider relevant, the Authority may, in determining whether to grant its

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(a)

(i)

(ii)

(b)

approval under subsection (1) or (2), have regard to such criteria as the Authority may prescribe

or specify in directions issued by notice in writing.

(5)  Subject to subsection (6), the Authority shall not refuse an application for approval under

this section without giving the licensed trade repository an opportunity to be heard.

(6)  The Authority may refuse an application for approval on any of the following grounds

without giving the licensed trade repository an opportunity to be heard:

the person is an undischarged bankrupt, whether in Singapore or elsewhere;

the person has been convicted, whether in Singapore or elsewhere, of an offence

committed before, on or after the date of commencement of section 6 of the

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involving fraud or dishonesty or the conviction for which involved a finding

that he had acted fraudulently or dishonestly; «and

punishable with imprisonment for a term of 3 months or more.

(7)  Where the Authority refuses an application for approval under this section, the Authority

need not give the person who was proposed to be appointed an opportunity to be heard.

(8)    A licensed trade repository shall, as soon as practicable, give written notice to the

Authority of the resignation or removal of its chairman, chief executive officer or director or of

any person referred to in the notice issued by the Authority under subsection (2).

(9)    The Authority may make regulations under section 46ZJ relating to the composition

«and duties of the board of directors or any committee of a licensed trade repository.

(10)    In this section, “committee” includes any committee of directors, disciplinary

committee or appeals committee of a licensed trade repository, «and any body responsible for

disciplinary action against a participant of a licensed trade repository.

(11)  Without prejudice to sections 46ZL(1) «and 337(1), the Authority may, by regulations

made under section 46ZJ, exempt any licensed trade repository or class of licensed trade

repositories from complying with subsection (1) or (8), subject to such conditions or restrictions

as the Authority may prescribe in those regulations.

(12)  Without prejudice to sections 46ZL(2) «and 337(3) «and (4), the Authority may, by

notice in writing, exempt any licensed trade repository from complying with subsection (1) or

(8), subject to such conditions or restrictions as the Authority may specify by notice in writing.

(13)  It shall not be necessary to publish any exemption granted under subsection (12) in the

Gazette.

(14)  Subject to subsections (11) «and (12), any licensed trade repository which contravenes

subsection (1), (2) or (8) shall be guilty of an offence «and shall be liable on conviction to a

fine not exceeding $200,000 «and, in the case of a continuing offence, to a further fine not

exceeding $20,000 for every day or part thereof during which the offence continues after

conviction.

Subdivision (4) —Powers of Authority

46W.  [Repealed by Act 10 of 2013 wef 02/08/2013]

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(a)

(b)

(c)

(a)

(b)

(c)

(d)

Additional power s of Authority in r espect of auditor s

46X.—(1)  If an auditor of a licensed trade repository, in the course of the performance of his

duties, becomes aware of any matter or irregularity referred to in the following paragraphs, he

shall immediately send to the Authority a written report of that matter or irregularity:

any matter which, in his opinion, adversely affects or may adversely affect the

financial position of the licensed trade repository to a material extent;

any matter which, in his opinion, constitutes or may constitute a breach of any

provision of this Act or an offence involving fraud or dishonesty;

any irregularity that has or may have a material effect upon the accounts of the

licensed trade repository, including any irregularity that affects or jeopardises, or may

affect or jeopardise, the funds or property of investors.

(2)  An auditor of a licensed trade repository shall not, in the absence of malice on his part,

be liable to any action for defamation at the suit of any person in respect of any statement made

in his report under subsection (1).

(3)  Subsection (2) shall not restrict or affect any right, privilege or immunity that the auditor

of a licensed trade repository may have, apart from this section, as a defendant in an action for

defamation.

(4)  The Authority may impose all or any of the following duties on an auditor of a licensed

trade repository, and the auditor shall carry out the duties so imposed:

a duty to submit such additional information and reports in relation to his audit as the

Authority considers necessary;

a duty to enlarge, extend or alter the scope of his audit of the business and affairs of

the licensed trade repository;

a duty to carry out any other examination or establish any procedure in any particular

case;

a duty to submit a report on any matter arising out of his audit, examination or

establishment of procedure referred to in paragraph (b) or (c).

(5)  The licensed trade repository shall remunerate the auditor in respect of the discharge by

him of all or any of the duties referred to in subsection (4).

Emer gency power s of Authority

46Y.—(1)  Where the Authority has reason to believe that an emergency exists, or thinks that

it is necessary or expedient in the interests of the public or a section of the public or for the

protection of investors, the Authority may direct by notice in writing a licensed trade repository

to take such action as the Authority considers necessary to maintain or restore the safe and

efficient operation of the licensed trade repository.

(2)  Where a licensed trade repository fails to comply with any direction of the Authority

under subsection (1) within such time as is specified by the Authority, the Authority may take

such action as the Authority thinks fit to maintain or restore the safe and efficient operation of

the licensed trade repository.

(3)  In this section, “emergency” includes —

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(a)

(b)

(c)

(d)

(a)

(b)

(c)

(d)

(e)

any threatened or actual market manipulation;

any act of any government affecting any commodity or securities;

any major market disturbance which prevents a market from accurately reflecting the

forces of supply and demand for such commodity or securities; or

any undesirable situation or practice which, in the opinion of the Authority,

constitutes an emergency.

(4)    The Authority may modify any action taken by a licensed trade repository under

subsection (1), including the setting aside of that action.

(5)  Any person who is aggrieved by any action taken by the Authority, or by a licensed trade

repository, under this section may, within 30 days after the person is notified of the action,

appeal to the Minister, whose decision shall be final.

(6)  Notwithstanding the lodging of an appeal under subsection (5), any action taken by the

Authority, or by a licensed trade repository, under this section shall continue to have effect

pending the decision of the Minister.

(7)    The Minister may, when deciding an appeal under subsection (5), make such

modification as he considers necessary to any action taken by the Authority, or by a licensed

trade repository, under this section, and any such modified action shall have effect from the date

of the decision of the Minister.

(8)    Any licensed trade repository which fails to comply with a direction issued under

subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not

exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding

$15,000 for every day or part thereof during which the offence continues after conviction.

Power of Authority to r emove officer s of licensed tr ade r epositor y

46Z.—(1)  Where the Authority is satisfied that any of the following applies to an officer of

a licensed trade repository, the Authority may, if it thinks it necessary in the interests of the

public or a section of the public or for the protection of investors, by notice in writing direct the

licensed trade repository to remove the officer from his office or employment, «and the

licensed trade repository shall comply with such notice, notwithstanding the provisions of

section 152 of the Companies «Act (Cap. 50) or anything in any other law or in the

memorandum or articles of association or other constituent document or documents of the

licensed trade repository:

the officer has wilfully contravened, or wilfully caused the licensed trade repository

to contravene, this «Act or the business rules of the licensed trade repository;

the officer has, without reasonable excuse, failed to ensure compliance with this

«Act, or with the business rules of the licensed trade repository, by the licensed trade

repository, by a participant of the licensed trade repository or by a person associated

with that participant;

the officer has failed to discharge the duties or functions of his office or employment;

the officer is an undischarged bankrupt, whether in Singapore or elsewhere;

the officer has had execution against him in respect of a judgment debt returned

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(f)

(g)

(a)

(i)

(ii)

(b)

unsatisfied in whole or in part;

the officer has, whether in Singapore or elsewhere, made a compromise or scheme of

arrangement with his creditors, being a compromise or scheme of arrangement that is

still in operation;

the officer has been convicted, whether in Singapore or elsewhere, of an offence

committed before, on or after the date of commencement of section 6 of the

«Securities «and «Futur es (Amendment) «Act 2012, involving fraud or dishonesty

or the conviction for which involved a finding that he had acted fraudulently or

dishonestly.

(2)    Without prejudice to any other matter that the Authority may consider relevant, the

Authority may, in determining whether an officer of a licensed trade repository has failed to

discharge the duties or functions of his office or employment for the purposes of subsection (1)

(c), have regard to such criteria as the Authority may prescribe or specify in directions issued by

notice in writing.

(3)   Subject to subsection (4), the Authority shall not direct a licensed trade repository to

remove an officer from his office or employment without giving the licensed trade repository an

opportunity to be heard.

(4)  The Authority may direct a licensed trade repository to remove an officer from his office

or employment under subsection (1) on any of the following grounds without giving the

licensed trade repository an opportunity to be heard:

the officer is an undischarged bankrupt, whether in Singapore or elsewhere;

the officer has been convicted, whether in Singapore or elsewhere, of an offence

committed before, on or after the date of commencement of section 6 of the

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involving fraud or dishonesty or the conviction for which involved a finding

that he had acted fraudulently or dishonestly; «and

punishable with imprisonment for a term of 3 months or more.

(5)  Where the Authority directs a licensed trade repository to remove an officer from his

office or employment under subsection (1), the Authority need not give that officer an

opportunity to be heard.

(6)  Any licensed trade repository that is aggrieved by a direction of the Authority made in

relation to the licensed trade repository under subsection (1) may, within 30 days after the

licensed trade repository is notified of the direction, appeal to the Minister, whose decision shall

be final.

(7)  Notwithstanding the lodging of an appeal under subsection (6), any action taken by the

Authority under this section shall continue to have effect pending the decision of the Minister.

(8)    The Minister may, when deciding an appeal under subsection (6), make such

modification as he considers necessary to any action taken by the Authority under this section,

«and such modified action shall have effect from the date of the decision of the Minister.

(9)  Subject to subsection (10), no criminal or civil liability shall be incurred by a licensed

trade repository in respect of any thing done or omitted to be done with reasonable care «and in

good faith in the discharge or purported discharge of its obligations under this section.
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(a)

(b)

(a)

(b)

(c)

(d)

(e)

(f)

(i)

(ii)

(iii)

(g)

(h)

(10)  Any licensed trade repository which, without reasonable excuse, contravenes a written

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.

Subdivision (5) —Immunity

Immunity fr om criminal or civil liability

46ZA.—(1)  No criminal or civil liability shall be incurred by a licensed trade repository, or

by any person specified in subsection (2), for any thing done (including any statement made) or

omitted to be done with reasonable care and in good faith in the course of, or in connection

with, the discharge or purported discharge of the obligations of the licensed trade repository

under this Act or under the business rules of the licensed trade repository.

(2)  For the purposes of subsection (1), the specified person is any person acting on behalf of

the licensed trade repository, including —

any director of the licensed trade repository; or

any member of any committee established by the licensed trade repository.

Division 3 —Regulation of Licensed Foreign Trade Repositories

Gener al obligations

46ZB.—(1)  A licensed foreign trade repository —

shall operate in a safe and efficient manner in its capacity as a trade repository;

shall manage any risks associated with its business and operations prudently;

in discharging its obligations under this Act, shall not act contrary to the interests of

the public, having particular regard to the interests of the investing public;

shall ensure that access for participation in the licensed foreign trade repository is

subject to criteria that are fair and objective, and that are designed to ensure the safe

and efficient functioning of the licensed foreign trade repository and to protect the

interests of the investing public;

shall maintain business rules that make satisfactory provision for the licensed foreign

trade repository to be operated in a safe and efficient manner;

shall enforce compliance by its participants with its business rules;

shall have sufficient financial, human and system resources —

to operate in a safe and efficient manner in its capacity as a trade repository;

to meet contingencies or disasters; and

to provide adequate security arrangements;

shall ensure that the Authority is provided with access to all information on

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(i)

(j)

(a)

(b)

(a)

(b)

(i)

(ii)

(c)

(a)

(b)

transactions reported to the licensed foreign trade repository;

shall maintain governance arrangements that are adequate for the licensed foreign

trade repository to be operated in a safe and efficient manner; and

shall ensure that it appoints or employs fit and proper persons as its chairman, chief

executive officer, directors and key management officers.

(2)  In subsection (1)(g), “contingencies or disasters” includes technical disruptions occurring

within automated systems.

Obligation to manage risks pr udently

46ZC.  Without prejudice to the generality of section 46ZB(1)(b), a licensed foreign trade

repository shall —

ensure that the systems and controls concerning the assessment and management of

risks to the licensed foreign trade repository are adequate and appropriate for the

scale and nature of its operations; and

have adequate arrangements, processes, mechanisms or services to collect and

maintain information on transactions reported to the licensed foreign trade repository.

Obligation to notify Authority of certain matter s

46ZD.  A licensed foreign trade repository shall, as soon as practicable after the occurrence

of any of the following circumstances, give the Authority notice of the circumstance:

any material change to the information provided by the licensed foreign trade

repository in its application under section 46D(2);

the licensed foreign trade repository becoming aware of any financial irregularity or

other matter which in its opinion may affect its ability to discharge its financial

obligations;

any other matter that the Authority may —

prescribe by regulations made under section 46ZJ for the purposes of this

paragraph; or

specify by notice in writing to the licensed foreign trade repository in any

particular case.

Obligation to maintain pr oper r ecor ds

46ZE.—(1)  A licensed foreign trade repository shall maintain a record of all transactions

reported to the licensed foreign trade repository.

(2)  The Authority may prescribe by regulations made under section 46ZJ —

the form and manner in which the record referred to in subsection (1) shall be

maintained;

the information and details relating to each transaction that are to be maintained in

the record; and

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(c)

(a)

(A)

(B)

(i)

(ii)

(b)

(a)

(b)

(a)

(b)

(c)

the period of time that the record is to be maintained.

Obligation to submit periodic r eports

46ZF.  A licensed foreign trade repository shall submit to the Authority such reports in such

form and manner, and at such frequency, as the Authority may prescribe.

Obligation to assist Authority

46ZG.  A licensed foreign trade repository shall provide such assistance to the Authority as

the Authority may require for the performance of the functions and duties of the Authority,

including —

the furnishing of such returns as the Authority may require for the proper

administration of this Act; and

the provision of —

such books and information as the Authority may require for the proper

administration of this Act, being books and information —

relating to the business or operations of the licensed foreign trade

repository; or

in respect of any transaction or class of transactions reported to the

licensed foreign trade repository; and

such other information as the Authority may require for the proper

administration of this Act.

Obligation to maintain confidentiality

46ZH.—(1)  Subject to subsection (2), a licensed foreign trade repository and its officers and

employees shall maintain, and aid in maintaining, the confidentiality of all user information or

transaction information that —

comes to the knowledge of the licensed foreign trade repository or any of its officers

or employees; or

is in the possession of the licensed foreign trade repository or any of its officers or

employees.

(2)  Subsection (1) shall not apply to —

the disclosure of user information or transaction information for such purposes, or in

such circumstances, as the Authority may prescribe;

any disclosure of user information or transaction information which is authorised by

the Authority to be disclosed or furnished; or

the disclosure of user information or transaction information pursuant to any

requirement imposed under any written law or order of court in Singapore.

(3)  For the avoidance of doubt, nothing in this section shall be construed as preventing a

licensed foreign trade repository from entering into a written agreement with a participant

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(a)

(b)

(a)

(b)

which obliges the licensed foreign trade repository to maintain a higher degree of

confidentiality than that specified in this section.

(4)  A licensed foreign trade repository shall comply with such other requirements relating to

confidentiality as the Authority may prescribe.

Penalties under this Division

46ZI.    Any licensed foreign trade repository which contravenes section 46ZB(1), 46ZC,

46ZD, 46ZE(1), 46ZF, 46ZG or 46ZH(1) or (4) shall be guilty of an offence and shall be liable

on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a

further fine not exceeding $15,000 for every day or part thereof during which the offence

continues after conviction.

Division 4 —General Powers of Authority

Inter pr etation 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 —

which the Authority has assumed control of under section 46ZIB; or

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.

Action by Authority if licensed tr ade r epositor y 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 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;

a licensed trade repository or licensed foreign trade repository becomes unable to

meet its obligations, or is insolvent, or suspends payments;

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(i)

(ii)

(iii)

(iv)

(c)

(d)

(a)

(b)

(c)

(a)

(b)

(a)

(b)

(c)

the Authority is of the opinion that a licensed trade repository or licensed foreign

trade repository —

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;

is or is likely to become insolvent, or is or is likely to become unable to meet

its obligations, or is about to suspend payments;

has contravened any of the provisions of this Act; or

has failed to comply with any condition or restriction imposed on it under

section 46E(3) or (4); or

the Authority considers it in the public interest to do so.

(2)  Subject to subsections (1) and (3), the Authority may —

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;

appoint one or more persons as statutory adviser, on such terms and conditions as the

Authority may specify, to advise the licensed 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

case may be) as the Authority may determine; or

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 —

the business or affairs of the licensed foreign trade repository carried on in, or

managed in or from, Singapore; or

the property of the licensed foreign trade repository located in Singapore, or reflected

in the books of the licensed foreign trade repository 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 —

may be discharged or exercised by such persons jointly and severally;

shall be discharged or exercised by such persons jointly; and

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
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(a)

(b)

(c)

(a)

(b)

(c)

(a)

(b)

(a)

(b)

and without prejudice to its power under section 46H(1)(da), do one or more of the following:

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;

further exercise any of the powers under subsection (2);

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 —

the exercise or purported exercise of any power under this Act;

the performance or purported performance of any function or duty under this Act; or

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 contr ol 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 —

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

shall be deemed to be an agent of the licensed trade repository or licensed foreign

trade repository (as the case may be).

(3)  In managing the relevant business of a licensed trade repository or licensed foreign trade

repository, the Authority or statutory manager —

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

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 repository or licensed foreign 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

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(a)

(b)

(a)

(b)

(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 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) —

the act or purported act of the person shall be invalid and of no effect; and

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 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) —

the act or purported act of the person shall be invalid and of no effect; and

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 —
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(i)

(ii)

(a)

(b)

(a)

(b)

(i)

(ii)

(a)

if there is any conflict or inconsistency between —

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

a direction or decision given by any chief executive officer, director,

member, executive officer, employee, agent or office holder, or the board of

directors, of the licensed trade repository or licensed foreign trade repository

(as the case may be),

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 subparagraph (ii); and

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 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).

Dur ation of contr ol

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 —

the reasons for the Authority’s assumption of control of the relevant business have

ceased to exist; or

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 licensed foreign trade repository may be revoked by the Authority at any

time —

if the Authority is satisfied that —

the reasons for the appointment have ceased to exist; or

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;

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(b)

(a)

(b)

(c)

(d)

(a)

(b)

(a)

(b)

or

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 —

the Authority’s assumption of control of the relevant business of a licensed trade

repository or licensed foreign trade repository;

the cessation of the Authority’s control of the relevant business of a licensed trade

repository or licensed foreign trade repository;

the appointment of a statutory manager in relation to the relevant business of a

licensed trade repository or licensed foreign trade repository; and

the revocation of a statutory manager’s appointment in relation to the relevant

business of a licensed trade repository or licensed foreign trade repository.

Responsibilities of officer s, member, etc., of licensed tr ade r epositor y

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 —

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 repository or licensed foreign 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

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 the Authority’s or statutory

manager’s powers, in relation to the licensed trade repository or licensed foreign

trade 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 —

without reasonable excuse, fails to comply with subsection (1)(b); or

in purported compliance with subsection (1)(b), knowingly or recklessly furnishes

any information or document that is false or misleading in a material particular,

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(a)

(b)

(a)

(b)

(c)

(d)

(e)

(a)

(b)

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.

Remuner ation and expenses of Authority and other s 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 —

to a statutory manager or statutory adviser appointed in relation to the licensed trade

repository or licensed foreign trade repository (as the case may be), whether or not

the appointment has been revoked; and

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

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.

Power of Authority to make r egulations

46ZJ.—(1)  Without prejudice to section 341, the Authority may make regulations for the

purposes of this Part, including regulations relating to —

the grant of a trade repository licence or foreign trade repository licence;

the requirements applicable to a licensed trade repository or licensed foreign trade

repository;

the measures that a licensed trade repository or licensed foreign trade repository shall

adopt for the purposes of managing or mitigating risks;

the maintenance of records of transactions reported to a licensed trade repository or

licensed foreign trade repository; and

the submission of reports by a licensed trade repository or licensed foreign trade

repository.

(2)  Regulations made under this section may provide —

that a contravention of any specified provision thereof shall be an offence; and

for a penalty not exceeding a fine of $150,000 or imprisonment for a term not

exceeding 12 months or both for each offence and, in the case of a continuing

offence, for a further penalty not exceeding a fine of 10% of the maximum fine

prescribed for that offence for every day or part thereof during which the offence

continues after conviction.

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(a)

(b)

(c)

(d)

(e)

(a)

(b)

Power of Authority to issue dir ections

46ZK.—(1)  The Authority may issue directions, whether of a general or specific nature, by

notice in writing, to a licensed trade repository or licensed foreign trade repository, if the

Authority thinks it necessary or expedient —

for ensuring the safe and efficient operation of the licensed trade repository or

licensed foreign trade repository, or of licensed trade repositories or licensed foreign

trade repositories in general;

for ensuring the integrity and stability of the capital markets or the financial system;

in the interests of the public or a section of the public or for the protection of

investors;

for the effective administration of this Act; or

for ensuring compliance with any condition or restriction as may be imposed by the

Authority under section 46E(3) or (4), 46K(2), 46U(5) or (10), 46V(11) or (12) or

46ZL(1) or (2), or such other obligations or requirements under this Act or as may be

prescribed by the Authority.

(2)  Without prejudice to the generality of subsection (1), the Authority may issue directions,

by notice in writing, to a licensed trade repository or licensed foreign trade repository —

with respect to the publication of any information relating to any transaction reported

to the licensed trade repository or licensed foreign trade repository, as the case may

be; or

for ensuring that the Authority and such other entities as the Authority may specify

are provided with access to any information on any transaction reported to the

licensed trade repository or licensed foreign trade repository.

(3)  A licensed trade repository or licensed foreign trade repository shall comply with every

direction issued to it under subsection (1) or (2).

(4)    Any licensed trade repository or licensed foreign trade repository which, without

reasonable excuse, contravenes a direction issued to it under subsection (1) or (2) shall be guilty

of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case

of a continuing offence, to a further fine not exceeding $15,000 for every day or part thereof

during which the offence continues after conviction.

(5)  It shall not be necessary to publish any direction issued under subsection (1) or (2) in the

Gazette.

Power of Authority to exempt licensed tr ade r epositor y or licensed for eign tr ade

r epositor y fr om pr ovisions of this Part

46ZL.—(1)  Without prejudice to section 337(1), the Authority may, by regulations made

under section 46ZJ, exempt any licensed trade repository, licensed foreign trade repository, or

class of licensed trade repositories or licensed foreign trade repositories from any provision of

this Part, subject to such conditions or restrictions as the Authority may prescribe in those

regulations.

(2)   Without prejudice to section 337(3) and (4), the Authority may, by notice in writing,

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(a)

(b)

(c)

exempt any licensed trade repository or licensed foreign trade repository from any provision of

this Part, subject to such conditions or restrictions as the Authority may specify by notice in

writing, if the Authority is satisfied that the non-compliance by that licensed trade repository or

licensed foreign trade repository with that provision will not detract from the objectives

specified in section 46A.

(3)  It shall not be necessary to publish any exemption granted under subsection (2) in the

Gazette.

Division 5 —Voluntary Transfer of Business of

Licensed Trade Repository or Licensed Foreign

Trade Repository

Inter pr etation 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 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.

Voluntar y tr ansfer 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 —

the Authority has consented to the transfer;

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

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

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(a)

(b)

(a)

(b)

(a)

(b)

(c)

satisfied that —

the transferee is a fit and proper person; and

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 Authority, any information or document that the Authority may reasonably

require for the discharge of its duties or functions, or the exercise of its powers, under this

Division.

(8)  Any person who —

without reasonable excuse, fails to comply with any requirement under subsection

(7); or

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 to furnish under subsection (7), that the 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).

Appr oval of tr ansfer

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) —

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;

the transferor shall obtain the consent of the Authority under section 46ZN(1)(a);

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;

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(d)

(e)

(f)

(a)

(b)

(a)

(b)

(a)

(b)

(c)

(d)

(e)

(f)

the transferor shall, at least 15 days before the application is made but not earlier than

one month after the report referred to in paragraph (a) is lodged with the Authority,

publish in the Gazette and in such newspaper or newspapers as the Authority may

determine a notice of the transferor’s intention to make the application and containing

such other particulars as may be prescribed;

the transferor and the transferee shall keep at their respective offices in Singapore, 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 the notice

referred to in paragraph (d) in the Gazette; and

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 transfer approved by the Authority under paragraph (c).

(3)  The Authority and any person who, in the opinion of the Court, is likely to be affected by

the transfer —

shall have the right to appear before and be heard by the Court in any proceedings

relating to the transfer; and

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 —

approve the transfer without modification or subject to any modification agreed to by

the transferor and the transferee; or

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:

the transfer to the transferee of the whole or any part of the business of the transferor;

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;

the continuation by (or against) the transferee of any legal proceedings pending by

(or against) the transferor;

the dissolution, without winding up, of the transferor;

the provisions to be made for persons who are affected by the transfer;

such incidental, consequential and supplementary matters as are, in the opinion of the
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(a)

(b)

(c)

(a)

(b)

(a)

Court, necessary to secure that the transfer is fully effective.

(8)  Any order under subsection (7) may —

provide for the transfer of any business, whether or not the transferor otherwise has

the capacity to effect the transfer in question;

make provision in relation to any property which is held by the transferor as trustee;

and

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 copy of the order with the Registrar of Companies and with the Authority; and

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.

PART III

CLEARING FACILITIES

Objectives of this Part

47.  The objectives of this Part are —

to promote safe and efficient clearing facilities; and

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(b)

(a)

(b)

(a)

(b)

(c)

(d)

to reduce systemic risk.

Inter pr etation of this Part

48.—(1)  In this Part, unless the context otherwise requires —

“default proceedings” means any proceedings or other action taken by an approved

clearing house or a recognised clearing house under its default rules;

“default rules”, in relation to an approved clearing house or a recognised clearing house,

means the business rules of the approved clearing house or recognised clearing house

which provide for the taking of proceedings or other action if a participant has failed,

or appears to be unable or to be likely to become unable, to meet his obligations for

any unsettled or open market contract to which he is a party;

“defaulter” means a participant who is the subject of any default proceedings;

“foreign corporation” means a corporation which is incorporated or formed outside

Singapore;

“market charge” means a security interest, whether fixed or floating, granted in favour of

an approved clearing house, or a recognised clearing house, over market collateral;

“market collateral” means any property held by or deposited with an approved clearing

house or a recognised clearing house, for the purpose of securing any liability arising

directly in connection with the ensuring of the performance of market contracts by the

approved clearing house or recognised clearing house;

“market contract” means —

a contract subject to the business rules of an approved clearing house or a

recognised clearing house, that is entered into between the approved clearing

house or recognised clearing house «and a participant pursuant to a novation

(however described), whether before or after default proceedings have

commenced, which is in accordance with those business rules «and for the

purposes of the clearing or settlement of transactions using the clearing facility

of the approved clearing house or recognised clearing house; or

a transaction which is being cleared or settled using the clearing facility of an

approved clearing house or a recognised clearing house, «and in accordance

with the business rules of the approved clearing house or recognised clearing

house, whether or not a novation referred to in paragraph (a) is to take place;

“property”, in relation to a market charge or market collateral, means —

any money, letter of credit, banker’s draft, certified cheque, guarantee or other

similar instrument;

any «securities;

any «futur es contract, derivatives contract or other similar financial contract,

arrangement or transaction; or

any other asset of value acceptable to an approved clearing house or a

recognised clearing house;

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(a)

(b)

(c)

(a)

(b)

(c)

(a)

(b)

(a)

(b)

“relevant office holder” means —

the Official Assignee exercising his powers under the Bankruptcy «Act (Cap.

20);

a person acting in relation to a corporation as the liquidator, the provisional

liquidator, the receiver, the receiver «and manager or the judicial manager of

the corporation, or acting in an equivalent capacity in relation to a corporation;

or

a person acting in relation to an individual as the trustee in bankruptcy, or the

interim receiver of the property, of the individual, or acting in an equivalent

capacity in relation to an individual;

“settlement”, in relation to a market contract, includes partial settlement;

“Singapore corporation” means a corporation which is incorporated in Singapore.

(2)  Where a charge is granted partly for the purpose specified in the definition of “market

charge” in subsection (1) «and partly for any other purpose or purposes, the charge shall be

treated as a market charge under this Part insofar as it has effect for that specified purpose.

(3)    Where any collateral is granted partly for the purpose specified in the definition of

“market collateral” in subsection (1) «and partly for any other purpose or purposes, the

collateral shall be treated as market collateral under this Part insofar as it has been provided for

that specified purpose.

(4)  Any references in this Part to the law of insolvency is a reference to —

the Bankruptcy «Act;

Parts VIIIA, IX «and X of the Companies «Act (Cap. 50); «and

any other written law, whether in Singapore or elsewhere, which is concerned with,

or in any way related to, the bankruptcy or insolvency of a person, other than the

Banking «Act (Cap. 19).

(5)  Any reference in this Part to a settlement, in relation to a market contract, is a reference

to the discharge of the rights «and liabilities of the parties to the market contract, whether by

performance, compromise or otherwise.

Division 1 —Establishment of Clearing Facilities

Requir ement for appr oval or r ecognition

49.—(1)    No person shall establish or operate a clearing facility, or hold himself out as

operating a clearing facility, unless the person is —

an approved clearing house; or

a recognised clearing house.

(2)  No person shall hold himself out —

as an approved clearing house, unless he is an approved clearing house; or

as a recognised clearing house, unless he is a recognised clearing house.

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(a)

(b)

(a)

(b)

(a)

(3)  Except with the written approval of the Authority, no person, other than an approved

clearing house or a recognised clearing house, shall take or use, or have attached to or exhibited

at any place —

the title or description “«securities clearing house” or “«futur es clearing house” in

any language; or

any title or description which resembles a title or description referred to in paragraph

(a).

(4)  Any person who contravenes subsection (1) or (3) shall be guilty of an offence «and

shall be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not

exceeding 3 years or to both «and, in the case of a continuing offence, to a further fine not

exceeding $25,000 for every day or part thereof during which the offence continues after

conviction.

(5)  Any person who contravenes subsection (2) shall be guilty of an offence «and shall be

liable on conviction to a fine not exceeding $20,000 «and, in the case of a continuing offence,

to a further fine not exceeding $2,000 for every day or part thereof during which the offence

continues after conviction.

(6)    Without prejudice to section 337(1), the Authority may, by regulations made under

section 81Q, exempt any corporation or class of corporations from subsection (1), subject to

such conditions or restrictions as the Authority may prescribe in those regulations.

(7)  Without prejudice to section 337(3) «and (4), the Authority may, by notice in writing,

exempt any corporation from subsection (1), subject to such conditions or restrictions as the

Authority may specify by notice in writing, if the Authority is satisfied that the exemption will

not detract from the objectives specified in section 47.

(8)  It shall not be necessary to publish any exemption granted under subsection (7) in the

Gazette.

(9)  The Authority may, at any time, by notice in writing —

add to the conditions «and restrictions referred to in subsection (7); or

vary or revoke any condition or restriction referred to in that subsection.

(10)  Every corporation that is granted an exemption under subsection (6) shall satisfy every

condition or restriction imposed on it under that subsection.

(11)    Every corporation that is granted an exemption under subsection (7) shall, for the

duration of the exemption, satisfy every condition or restriction imposed on it under that

subsection or subsection (9).

(12)  Any corporation which contravenes subsection (10) or (11) shall be guilty of an offence

«and shall be liable on conviction to a fine not exceeding $150,000 «and, in the case of a

continuing offence, to a further fine not exceeding $15,000 for every day or part thereof during

which the offence continues after conviction.

Application for appr oval or r ecognition

50.—(1)  A Singapore corporation may apply to the Authority to be —

approved as an approved clearing house; or

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(b)

(a)

(b)

(a)

(b)

(a)

(b)

(a)

(b)

(c)

recognised as a recognised clearing house.

(2)    A foreign corporation may apply to the Authority to be recognised as a recognised

clearing house.

(3)  An application under subsection (1) or (2) shall be —

made in such form and manner as the Authority may prescribe; and

accompanied by a non-refundable prescribed application fee, which shall be paid in

the manner specified by the Authority.

(4)  The Authority may require an applicant to furnish the Authority with such information or

documents as the Authority considers necessary in relation to the application.

Power of Authority to appr ove or r ecognise clearing house

51.—(1)  Where a Singapore corporation has made an application under section 50(1), the

Authority may —

in the case of an application to be approved as an approved clearing house, approve

the Singapore corporation as an approved clearing house; or

in the case of an application to be recognised as a recognised clearing house,

recognise the Singapore corporation as a recognised clearing house.

(2)  Where a foreign corporation has made an application under section 50(2), the Authority

may recognise the corporation as a recognised clearing house.

(3)  Notwithstanding subsection (1), the Authority may, with the consent of the applicant —

treat an application under section 50(1)(a) as an application under section 50(1)(b), if

the Authority is of the opinion that the applicant would be more appropriately

regulated as a recognised clearing house; or

treat an application under section 50(1)(b) as an application under section 50(1)(a), if

the Authority is of the opinion that the applicant would be more appropriately

regulated as an approved clearing house.

(4)    The Authority may approve a Singapore corporation as an approved clearing house

under subsection (1)(a), recognise a Singapore corporation as a recognised clearing house under

subsection (1)(b) or recognise a foreign corporation as a recognised clearing house under

subsection (2), subject to such conditions or restrictions as the Authority may think fit to

impose by notice in writing, including conditions or restrictions, either of a general or specific

nature, relating to —

the activities that the corporation may undertake;

the products that may be cleared or settled by any clearing facility established or

operated by the corporation; «and

the nature of the investors or participants who may use or have an interest in any

clearing facility established or operated by the corporation.

(5)    The Authority may, at any time, by notice in writing to the corporation, vary any

condition or restriction or impose such further condition or restriction as the Authority may

think fit.

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(i)

(ii)

(a)

(b)

(c)

(d)

(e)

(f)

(i)

(ii)

(g)

(h)

(6)  An approved clearing house or a recognised clearing house shall, for the duration of the

approval or recognition, satisfy every condition or restriction that may be imposed on it under

subsection (4) or (5).

(7)  The Authority shall not approve an applicant as an approved clearing house, or recognise

an applicant as a recognised clearing house, unless the applicant meets such requirements,

including minimum financial requirements, as the Authority may prescribe, either generally or

specifically.

(8)  The Authority may refuse to approve a Singapore corporation as an approved clearing

house, or recognise a Singapore corporation or foreign corporation as a recognised clearing

house, if —

the corporation has not provided the Authority with such information as the Authority

may require, relating to —

the corporation or any person employed by or associated with the corporation

for the purposes of the corporation’s business; or

any circumstances likely to affect the corporation’s manner of conducting

business;

any information or document provided by the corporation to the Authority is false or

misleading;

the corporation or a substantial shareholder of the corporation is in the course of

being wound up or otherwise dissolved, whether in Singapore or elsewhere;

execution against the corporation or a substantial shareholder of the corporation in

respect of a judgment debt has been returned unsatisfied in whole or in part;

a receiver, a receiver «and manager, a judicial manager or a person in an equivalent

capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in

respect of, any property of the corporation or a substantial shareholder of the

corporation;

the corporation or a substantial shareholder of the corporation has, whether in

Singapore or elsewhere, entered into a compromise or scheme of arrangement with

the creditors of the corporation or shareholder, as the case may be, being a

compromise or scheme of arrangement that is still in operation;

the corporation, a substantial shareholder of the corporation or any officer of the

corporation —

has been convicted, whether in Singapore or elsewhere, of an offence

committed before, on or after the date of commencement of section 7 of the

«Securities «and «Futur es (Amendment) «Act 2012, involving fraud or

dishonesty or the conviction for which involved a finding that the

corporation, shareholder or officer, as the case may be, had acted

fraudulently or dishonestly; or

has been convicted of an offence under this «Act committed before, on or

after the date of commencement of section 7 of the «Securities «and

«Futur es (Amendment) «Act 2012;

the Authority is not satisfied as to the educational or other qualifications or
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(i)

(j)

(i)

(ii)

(k)

(l)

(i)

(ii)

(m)

(n)

(o)

(p)

(a)

(b)

experience of the officers or employees of the corporation, having regard to the

nature of the duties they are to perform in connection with the establishment or

operation of any clearing facility;

the corporation fails to satisfy the Authority that the corporation is a fit «and proper

person or that all of its officers, employees «and substantial shareholders are fit «and

proper persons;

the Authority has reason to believe that the corporation may not be able to «act in the

best interests of investors or its members, participants or customers, having regard to

the reputation, character, financial integrity «and reliability of the corporation or its

officers, employees or substantial shareholders;

the Authority is not satisfied as to —

the financial standing of the corporation or any of its substantial

shareholders; or

the manner in which the business of the corporation is to be conducted;

the Authority is not satisfied as to the record of past performance or expertise of the

corporation, having regard to the nature of the business which the corporation may

carry on in connection with the establishment or operation of any clearing facility;

there are other circumstances which are likely to —

lead to the improper conduct of business by the corporation or any of its

officers, employees or substantial shareholders; or

reflect discredit on the manner of conducting the business of the corporation

or any of its substantial shareholders;

in the case of any clearing facility that the corporation operates, the Authority has

reason to believe that the corporation, or any of its officers or employees, will not

operate a safe «and efficient clearing facility;

the corporation does not satisfy the criteria prescribed under section 52 to be

approved as an approved clearing house or recognised as a recognised clearing house,

as the case may be; or

the Authority is of the opinion that it would be contrary to the interests of the public

to approve or recognise the corporation.

(9)    Subject to subsection (10), the Authority shall not refuse to approve a Singapore

corporation as an approved clearing house, or recognise a Singapore corporation or foreign

corporation as a recognised clearing house, under subsection (8) without giving the corporation

an opportunity to be heard.

(10)  The Authority may refuse to approve a Singapore corporation as an approved clearing

house, or recognise a Singapore corporation or foreign corporation as a recognised clearing

house, on any of the following grounds without giving the corporation an opportunity to be

heard:

the corporation is in the course of being wound up or otherwise dissolved, whether in

Singapore or elsewhere;

a receiver, a receiver «and manager or a person in an equivalent capacity has been
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(c)

(a)

(b)

(c)

(a)

(b)

appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any

property of the corporation;

the corporation has been convicted, whether in Singapore or elsewhere, of an offence

committed before, on or after the date of commencement of section 7 of the

«Securities «and «Futur es (Amendment) «Act 2012, involving fraud or dishonesty

or the conviction for which involved a finding that it had acted fraudulently or

dishonestly.

(11)    The Authority shall give notice in the Gazette of any corporation approved as an

approved clearing house under subsection (1)(a) or recognised as a recognised clearing house

under subsection (1)(b) or (2), «and such notice may include all or any of the conditions «and

restrictions imposed by the Authority on the corporation under subsections (4) «and (5).

(12)  Any applicant which is aggrieved by a refusal of the Authority to grant to the applicant

an approval under subsection (1)(a) or a refusal of the Authority to recognise the applicant

under subsection (1)(b) or (2) may, within 30 days after the applicant is notified of the refusal,

appeal to the Minister, whose decision shall be final.

(13)    Any approved clearing house or recognised clearing house which contravenes

subsection (6) shall be guilty of an offence «and shall be liable on conviction to a fine not

exceeding $150,000 «and, in the case of a continuing offence, to a further fine not exceeding

$15,000 for every day or part thereof during which the offence continues after conviction.

Gener al criteria to be taken into account by Authority

52.—(1)   The Authority may prescribe the criteria which it may take into account for the

purposes of deciding —

whether a Singapore corporation referred to in section 50(1) or 54(1) should be

approved as an approved clearing house or recognised as a recognised clearing house;

whether a foreign corporation referred to in section 50(2) should be recognised as a

recognised clearing house; and

whether an approved clearing house or a recognised clearing house that is subject to a

review by the Authority under section 54(4) should be approved as an approved

clearing house or recognised as a recognised clearing house.

(2)  Without prejudice to section 51 and subsection (1), the Authority may, for the purposes

of deciding whether to recognise a foreign corporation as a recognised clearing house under

section 51(2), have regard, in addition to any requirements prescribed under section 51(7) and

any criteria prescribed under subsection (1), to —

whether adequate arrangements exist for co-operation between the Authority and the

primary financial services regulatory authority responsible for the supervision of the

foreign corporation in the country or territory in which the head office or principal

place of business of the foreign corporation is situated; and

whether the foreign corporation is, in the country or territory in which the head office

or principal place of business of the foreign corporation is situated, subject to

requirements and supervision comparable, in the degree to which the objectives

specified in section 47 are achieved, to the requirements and supervision to which

approved clearing houses and recognised clearing houses are subject under this Act.

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(a)

(b)

(a)

(b)

(a)

(b)

(c)

(3)   In considering whether a foreign corporation has met the requirements mentioned in

subsection (2)(b), the Authority may have regard to —

the relevant laws and practices of the country or territory in which the head office or

principal place of business of the foreign corporation is situated; and

the rules and practices of the foreign corporation.

Annual fees payable by appr oved clearing house or r ecognised clearing house

53.—(1)  Every approved clearing house and every recognised clearing house shall pay to

the Authority such annual fees as may be prescribed in such manner as may be specified by the

Authority.

(2)  The Authority may, where it considers appropriate, refund or remit the whole or any part

of any annual fee paid or payable to it.

Change in status

54.—(1)    A Singapore corporation which is an approved clearing house or a recognised

clearing house may apply to the Authority to change its status in the manner referred to in

subsection (5).

(2)  An application under subsection (1) shall be —

made in such form and manner as the Authority may prescribe; and

accompanied by a non-refundable prescribed application fee, which shall be paid in

the manner specified by the Authority.

(3)  The Authority may require an applicant to furnish the Authority with such information or

documents as the Authority considers necessary in relation to the application.

(4)    The Authority may, from time to time, on its own initiative, review the status of a

Singapore corporation that is an approved clearing house or a recognised clearing house in

accordance with the requirements prescribed under section 51(7) and the criteria prescribed

under section 52(1).

(5)  Where an application is made by a Singapore corporation under subsection (1), or where

a review of the status of a Singapore corporation is conducted by the Authority under

subsection (4), the Authority may —

if the corporation is an approved clearing house, withdraw the approval as such and

recognise the corporation as a recognised clearing house under section 51(1)(b);

if the corporation is a recognised clearing house, withdraw the recognition as such

and approve the corporation as an approved clearing house under section 51(1)(a); or

make no change to the status of the corporation as an approved clearing house or a

recognised clearing house.

(6)  Where an application is made under subsection (1), the Authority shall not exercise its

power under subsection (5)(c) without giving the Singapore corporation an opportunity to be

heard.

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(a)

(b)

(a)

(b)

(c)

(i)

(ii)

(iii)

(d)

(da)

(7)  Where a review of the status of a Singapore corporation is conducted by the Authority on

its own initiative under subsection (4), the Authority shall not exercise its powers under

subsection (5)(a) or (b) without giving the corporation an opportunity to be heard.

(8)  Any Singapore corporation which is aggrieved by a decision of the Authority made in

relation to the corporation after a review under subsection (4) may, within 30 days after the

corporation is notified of the decision, appeal to the Minister, whose decision shall be final.

Cancellation of appr oval or r ecognition

55.—(1)  An approved clearing house or a recognised clearing house which intends to cease

operating its clearing facility or, where it operates more than one clearing facility, all of its

clearing facilities, may apply to the Authority to cancel its approval as an approved clearing

house or recognition as a recognised clearing house, as the case may be.

(2)  An application under subsection (1) shall be made in such form and manner, and not

later than such time, as the Authority may prescribe.

(3)  The Authority may cancel the approval of an approved clearing house, or the recognition

of a recognised clearing house, on such application if the Authority is satisfied that —

the approved clearing house or recognised clearing house has ceased operating its

clearing facility or all of its clearing facilities, as the case may be; and

the cancellation of the approval or recognition, as the case may be, will not detract

from the objectives specified in section 47.

Power of Authority to r evoke appr oval «and r ecognition

56.—(1)  The Authority may revoke any approval of a Singapore corporation as an approved

clearing house under section 51(1)(a), any recognition of a Singapore corporation as a

recognised clearing house under section 51(1)(b) or any recognition of a foreign corporation as

a recognised clearing house under section 51(2), if —

there exists at any time a ground under section 51(7) or (8) on which the Authority

may refuse an application;

the corporation does not commence operating its clearing facility, or, where it

operates more than one clearing facility, all of its clearing facilities, within 12 months

after the date on which it was granted the approval under section 51(1)(a) or was

recognised under section 51(1)(b) or (2), as the case may be;

the corporation ceases to operate its clearing facility or, where it operates more than

one clearing facility, all of its clearing facilities;

the corporation contravenes —

any condition or restriction applicable in respect of its approval or

recognition, as the case may be;

any direction issued to it by the Authority under this «Act; or

any provision in this «Act;

upon the Authority exercising any power under section 81SAA(2) or the Minister

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(e)

(f)

(a)

(b)

(c)

(a)

(b)

(a)

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;

the corporation operates in a manner that is, in the opinion of the Authority, contrary

to the interests of the public; or

any information or document provided by the corporation to the Authority is false or

misleading.

(2)    Subject to subsection (3), the Authority shall not revoke under subsection (1) any

approval under section 51(1)(a) or recognition under section 51(1)(b) or (2) that was granted to

a corporation without giving the corporation an opportunity to be heard.

(3)  The Authority may revoke an approval under section 51(1)(a), or a recognition under

section 51(1)(b) or (2), that was granted to a corporation on any of the following grounds

without giving the corporation an opportunity to be heard:

the corporation is in the course of being wound up or otherwise dissolved, whether in

Singapore or elsewhere;

a receiver, a receiver «and manager or a person in an equivalent capacity has been

appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any

property of the corporation;

the corporation has been convicted, whether in Singapore or elsewhere, of an offence

committed before, on or after the date of commencement of section 7 of the

«Securities «and «Futur es (Amendment) «Act 2012, involving fraud or dishonesty

or the conviction for which involved a finding that it had acted fraudulently or

dishonestly.

(4)  For the purposes of subsection (1)(c), a corporation shall be deemed to have ceased to

operate its clearing facility if —

it has ceased to operate the clearing facility for more than 30 days, unless it has

obtained the prior approval of the Authority to do so; or

it has ceased to operate the clearing facility under a direction issued by the Authority

under section 81R.

(5)  Any corporation which is aggrieved by a decision of the Authority made in relation to

the corporation under subsection (1) may, within 30 days after the corporation is notified of the

decision, appeal to the Minister, whose decision shall be final.

(6)  Notwithstanding the lodging of an appeal under subsection (5), any action taken by the

Authority under this section shall continue to have effect pending the decision of the Minister.

(7)    The Minister may, when deciding an appeal under subsection (5), make such

modification as he considers necessary to any action taken by the Authority under this section,

«and such modified action shall have effect from the date of the decision of the Minister.

(8)    Any revocation under subsection (1) or (3) of the approval or recognition of a

corporation under section 51(1) or (2) shall not operate so as to —

avoid or affect any agreement, transaction or arrangement entered into in connection

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(b)

(a)

(b)

(c)

(d)

(i)

(ii)

(e)

(f)

(i)

(ii)

(iii)

(g)

(h)

(i)

with the use of a clearing facility operated by the corporation, whether the agreement,

transaction or arrangement was entered into before, on or after the revocation of the

approval or recognition; or

affect any right, obligation or liability arising under any such agreement, transaction

or arrangement.

(9)  The Authority shall give notice in the Gazette of any revocation under subsection (1) or

(3) of any approval or recognition of a corporation under section 51(1) or (2).

Division 2 —Regulation of Approved Clearing Houses

Subdivision (1) —Obligations of approved clearing houses

Gener al obligations

57.—(1)  An approved clearing house —

shall operate a safe and efficient clearing facility;

shall manage any risks associated with its business and operations prudently;

in discharging its obligations under this Act, shall not act contrary to the interests of

the public, having particular regard to the interests of the investing public;

shall ensure that access for participation in its clearing facility is subject to criteria

that are fair and objective, and that are designed to ensure the safe and efficient

functioning of its facility and to protect the interests of the investing public;

shall maintain business rules that make satisfactory provision for —

the clearing facility to be operated in a safe and efficient manner; and

the proper regulation and supervision of its members;

shall enforce compliance by its members with its business rules;

shall have sufficient financial, human and system resources —

to operate a safe and efficient clearing facility;

to meet contingencies or disasters; and

to provide adequate security arrangements;

shall maintain governance arrangements that are adequate for the clearing facility to

be operated in a safe and efficient manner; and

shall ensure that it appoints or employs fit and proper persons as its chairman, chief

executive officer, directors and key management officers.

(2)  The obligations imposed on an approved clearing house under this Act shall apply to all

facilities for clearing or settlement operated by the approved clearing house.

(3)    Notwithstanding subsection (2), the Authority may by notice in writing exempt any

clearing facility operated by an approved clearing house from all or any of the provisions of this

Act, if the Authority is satisfied that such exemption would not detract from the objectives

specified in section 47.

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(a)

(i)

(ii)

(iii)

(b)

(i)

(ii)

(iii)

(c)

(i)

(ii)

(d)

(e)

(i)

(ii)

(f)

(4)  It shall not be necessary to publish any exemption granted under subsection (3) in the

Gazette.

(5)  In subsection (1)(g), “contingencies or disasters” includes technical disruptions occurring

within automated systems.

Obligation to notify Authority of certain matter s

58.—(1)  An approved clearing house shall, as soon as practicable after the occurrence of

any of the following circumstances, give the Authority notice of the circumstance:

any material change to the information provided by the approved clearing house in its

application under section 50(1) or 54(1);

the carrying on of any business (referred to in this section as a proscribed business)

by the approved clearing house that is —

not the business of operating a clearing facility;

not incidental to operating a clearing facility; or

not such business, or within such class of businesses, as the Authority may

prescribe;

the acquisition by the approved clearing house of a substantial shareholding in a

corporation (referred to in this section as a proscribed corporation) which carries on

any business that is —

not the business of operating a clearing facility;

not incidental to operating a clearing facility; or

not such business, or within such class of businesses, as the Authority may

prescribe;

the approved clearing house becoming aware of any financial irregularity or other

matter which in its opinion —

may affect its ability to discharge its financial obligations; or

may affect the ability of a member of the approved clearing house to meet its

financial obligations to the approved clearing house;

the approved clearing house reprimanding, fining, suspending, expelling or otherwise

taking disciplinary action against a member of the approved clearing house;

any other matter that the Authority may —

prescribe by regulations made under section 81Q for the purposes of this

paragraph; or

specify by notice in writing to the approved clearing house in any particular

case.

(2)  Without prejudice to the generality of section 81R(1), the Authority may, at any time

after receiving a notice referred to in subsection (1), issue directions to the approved clearing

house —

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(i)

(ii)

(a)

(i)

(ii)

(b)

(a)

(b)

(c)

(a)

where the notice relates to a matter referred to in subsection (1)(b) —

to cease carrying on the proscribed business; or

to carry on the proscribed business subject to such conditions or restrictions

as the Authority may impose, if the Authority is of the opinion that this is

necessary for any purpose referred to in section 81R(1); or

where the notice relates to a matter referred to in subsection (1)(c) —

to dispose of all or any part of its shareholding in the proscribed corporation

within such time and subject to such conditions as the Authority considers

appropriate; or

to exercise its rights relating to such shareholding, or to not exercise such

rights, subject to such conditions or restrictions as the Authority may impose,

if the Authority is of the opinion that this is necessary for any purpose

referred to in section 81R(1).

(3)    An approved clearing house shall comply with every direction issued to it under

subsection (2) notwithstanding anything to the contrary in the Companies Act (Cap. 50) or any

other law.

(4)  An approved clearing house shall notify the Authority of any matter that the Authority

may prescribe by regulations made under section 81Q for the purposes of this subsection, no

later than such time as the Authority may prescribe by those regulations.

(5)  An approved clearing house shall notify the Authority of any matter that the Authority

may specify by notice in writing to the recognised clearing house, no later than such time as the

Authority may specify in that notice.

Obligation to manage risks pr udently, etc.

59.—(1)  Without prejudice to the generality of section 57(1)(b), an approved clearing house

shall —

ensure that the systems and controls concerning the assessment and management of

risks to its clearing facility are adequate and appropriate for the scale and nature of its

operations;

obtain the Authority’s approval to the limits which the approved clearing house

intends to establish on the number of open positions which may be held by any

person under any futures contract cleared or settled with the approved clearing house,

and vary those limits only in a manner approved by the Authority; and

obtain the Authority’s approval if the approved clearing house does not intend to

establish limits on the number of open positions which may be held by any person

under any futures contract cleared or settled with the approved clearing house.

(2)  Nothing in subsection (1) shall preclude an approved clearing house from —

establishing, in respect of open positions which may be held by any person under any

futures contract cleared or settled with the approved clearing house, different position

limits for different futures contracts, or for different months or days in the period the

positions may be held; or

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(b)

(a)

(b)

(c)

(d)

(a)

(b)

(a)

(b)

(c)

establishing limits whether on long or short positions, and whether on a net or gross

basis.

(3)  Any person who wilfully exceeds any position limit established or varied by an approved

clearing house shall be guilty of an offence and shall be liable on conviction to a fine not

exceeding $150,000.

Obligation in r elation to customer s’ money and assets held by appr oved clearing house

60.—(1)  Without prejudice to sections 81Q and 341, the Authority may make regulations —

relating to how any money or assets deposited with or paid to an approved clearing

house by its members, for or in relation to any contracts of the customers of those

members, are to be held by the approved clearing house and, in particular, requiring

any such money or assets to be deposited in trust accounts or custody accounts;

relating to the circumstances under which, and the purposes for which, the money or

assets referred to in paragraph (a) may be used by the approved clearing house;

relating to how the approved clearing house may invest the money or assets referred

to in paragraph (a); and

for any other purpose relating to the handling of the money and assets referred to in

paragraph (a).

(2)  Regulations made under this section may provide —

that a contravention of any specified provision thereof shall be an offence; and

for a penalty not exceeding a fine of $200,000 and, in the case of a continuing

offence, for a further penalty not exceeding $20,000 for every day or part thereof

during which the offence continues after conviction.

Obligation to maintain pr oper r ecor ds

61.—(1)    An approved clearing house shall maintain a record of all transactions effected

through its clearing facility.

(2)  The Authority may prescribe by regulations made under section 81Q —

the form and manner in which the record referred to in subsection (1) shall be

maintained;

the extent to which the record includes details of each transaction; and

the period of time that the record is to be maintained.

Obligation to submit periodic r eports

62.  An approved clearing house shall submit to the Authority such reports in such form and

manner, and at such frequency, as the Authority may prescribe.

Obligation to assist Authority

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(a)

(A)

(B)

(i)

(ii)

(b)

(a)

(b)

(a)

(b)

(c)

63.    An approved clearing house shall provide such assistance to the Authority as the

Authority may require for the performance of the functions and duties of the Authority,

including —

the furnishing of such returns as the Authority may require for the proper

administration of this Act; and

the provision of —

such books and information as the Authority may require for the proper

administration of this Act, being books and information —

relating to the business of the approved clearing house; or

in respect of any transaction or class of transactions cleared or

settled by the approved clearing house; and

such other information as the Authority may require for the proper

administration of this Act.

Obligation to maintain confidentiality

64.—(1)    Subject to subsection (2), an approved clearing house and its officers and

employees shall maintain, and aid in maintaining, confidentiality of all user information that —

comes to the knowledge of the approved clearing house or any of its officers or

employees; or

is in the possession of the approved clearing house or any of its officers or

employees.

(2)  Subsection (1) shall not apply to —

the disclosure of user information for such purposes, or in such circumstances, as the

Authority may prescribe;

any disclosure of user information which is authorised by the Authority to be

disclosed or furnished; or

the disclosure of user information pursuant to any requirement imposed under any

written law or order of court in Singapore.

(3)  For the avoidance of doubt, nothing in this section shall be construed as preventing an

approved clearing house from entering into a written agreement with a user which obliges the

approved clearing house to maintain a higher degree of confidentiality than that specified in this

section.

Penalties under this Subdivision

65.    Any approved clearing house which contravenes section 57(1), 58(1) or (3), 59(1),

61(1), 62, 63 or 64(1) shall be guilty of an offence and shall be liable on conviction to a fine not

exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding

$20,000 for every day or part thereof during which the offence continues after conviction.

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(a)

(b)

(a)

(b)

(c)

(d)

Subdivision (2) —Rules of approved clearing houses

Business r ules of appr oved clearing houses

66.—(1)  Without limiting the generality of sections 57 and 81Q —

the Authority may prescribe the matters that an approved clearing house shall make

provision for in the business rules of the approved clearing house; and

the approved clearing house shall make provision for those matters in its business

rules.

(2)  An approved clearing house shall not make any amendment to its business rules unless it

complies with such requirements as the Authority may prescribe.

(3)  In this Subdivision, any reference to an amendment to a business rule shall be construed

as a reference to a change to the scope of, or to any requirement, obligation or restriction under,

the business rule, whether the change is made by an alteration to the text of the business rule or

by any other notice issued by or on behalf of the approved clearing house.

(4)  Any approved clearing house which contravenes subsection (1) or (2) shall be guilty of

an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of

a continuing offence, to a further fine not exceeding $15,000 for every day or part thereof

during which the offence continues after conviction.

Business r ules of appr oved clearing houses have effect as contr act

67.—(1)  The business rules of an approved clearing house shall be deemed to be, and shall

operate as, a binding contract —

between the approved clearing house and each issuer of securities;

between the approved clearing house and each participant;

between each issuer of securities and each participant; and

between each participant and every other participant.

(2)    The approved clearing house, each issuer of securities and each participant shall be

deemed to have agreed to observe, and perform the obligations under, the provisions of the

business rules that are in force for the time being, so far as those provisions are applicable to the

approved clearing house, issuer or participant, as the case may be.

(3)  In this section, “issuer”, in relation to any securities, means a person who issued or made

available, or proposes to issue or make available, the securities, being securities that are cleared

or settled by the approved clearing house.

Power of court to or der obser vance or enfor cement of business r ules

68.—(1)  Where any person who is under an obligation to comply with, observe, enforce or

give effect to the business rules of an approved clearing house fails to do so, the High Court

may, on the application of the Authority, the approved clearing house or a person aggrieved by

the failure, and after giving the first-mentioned person an opportunity to be heard, make an

order directing the first-mentioned person to comply with, observe, enforce or give effect to

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(a)

(b)

(a)

(b)

(a)

(b)

(i)

(ii)

(a)

those business rules.

(2)  In this section, “person” includes an approved clearing house.

(3)  This section is in addition to, and not in derogation of, any other remedy available to the

aggrieved person referred to in subsection (1).

Non-compliance with business r ules not to substantially affect rights of per son

69.  Any failure by an approved clearing house to comply with this Act or its business rules

in relation to a matter shall not prevent the matter from being treated, for the purposes of this

Act, as done in accordance with the business rules, so long as the failure does not substantially

affect the rights of any person entitled to require compliance with the business rules.

Subdivision (3) —Matters requiring approval of Authority

Contr ol of substantial shar eholding in appr oved clearing house

70.—(1)  No person shall enter into any agreement to acquire shares in an approved clearing

house, being an agreement by virtue of which he would, if the agreement had been carried out,

become a substantial shareholder of the approved clearing house, without first obtaining the

approval of the Authority to enter into the agreement.

(2)  No person shall become either of the following without first obtaining the approval of

the Authority:

a 12% controller of an approved clearing house;

a 20% controller of an approved clearing house.

(3)  In subsection (2) —

“12% controller”, in relation to an approved clearing house, means a person, not being a

20% controller, who alone or together with his associates —

holds not less than 12% of the shares in the approved clearing house; or

is in a position to control not less than 12% of the votes in the approved clearing

house;

“20% controller”, in relation to an approved clearing house, means a person who, alone

or together with his associates —

holds not less than 20% of the shares in the approved clearing house; or

is in a position to control not less than 20% of the votes in the approved clearing

house.

(4)  In this section —

a person holds a share if —

he is deemed to have an interest in that share under section 7(6) to (10) of the

Companies Act (Cap. 50); or

he otherwise has a legal or an equitable interest in that share, except such

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(b)

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

(ix)

(c)

(a)

(b)

interest as is to be disregarded under section 7(6) to (10) of the Companies

Act;

a reference to the control of a percentage of the votes in an approved clearing house

shall be construed as a reference to the control, whether direct or indirect, of that

percentage of the total number of votes that might be cast in a general meeting of the

approved clearing house; and

a person, A, is an associate of another person, B, if —

A is the spouse, a parent, remoter lineal ancestor or step-parent, a son,

daughter, remoter issue, step-son or step-daughter or a brother or sister of B;

A is a body corporate that is, or a majority of the directors of which are,

accustomed or under an obligation whether formal or informal to act in

accordance with the directions, instructions or wishes of B;

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A is a person who is accustomed or under an obligation, whether formal or

informal, to act in accordance with the directions, instructions or wishes of B;

Ais a subsidiary of B;

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A is a body corporate in which B, whether alone or together with other

associates of B as described in sub-paragraphs (ii), (iv) and (v), is in a

position to control not less than 20% of the votes in A; or

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A is a person with whom B has an agreement or arrangement, whether oral or

in writing and whether express or implied, to act together with respect to the

acquisition, holding or disposal of shares or other interests in, or with respect

to the exercise of their votes in relation to, the approved clearing house.

(5)  The Authority may grant its approval referred to in subsection (1) or (2) subject to such

conditions or restrictions as the Authority may think fit.

(6)  Without prejudice to subsection (13), the Authority may, for the purposes of securing

compliance with subsection (1) or (2) or any condition or restriction imposed under subsection

(5), by notice in writing, direct the transfer or disposal of all or any of the shares of an approved

clearing house in which a substantial shareholder, 12% controller or 20% controller of the

approved clearing house has an interest.

(7)   Until a person to whom a direction has been issued under subsection (6) transfers or

disposes of the shares which are the subject of the direction, and notwithstanding anything to

the contrary in the Companies Act or the memorandum or articles of association or other

constituent document or documents of the approved clearing house —

no voting rights shall be exercisable in respect of the shares which are the subject of

the direction;

the approved clearing house shall not offer or issue any shares (whether by way of

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(c)

(a)

(b)

rights, bonus, share dividend or otherwise) in respect of the shares which are the

subject of the direction; and

except in a liquidation of the approved clearing house, the approved clearing house

shall not make any payment (whether by way of cash dividend, dividend in kind or

otherwise) in respect of the shares which are the subject of the direction.

(8)  Any issue of shares by an approved clearing house in contravention of subsection (7)(b)

shall be deemed to be null and void, and a person to whom a direction has been issued under

subsection (6) shall immediately return those shares to the approved clearing house, upon which

the approved clearing house shall return to the person any payment received from the person in

respect of those shares.

(9)  Any payment made by an approved clearing house in contravention of subsection (7)(c)

shall be deemed to be null and void, and a person to whom a direction has been issued under

subsection (6) shall immediately return the payment he has received to the approved clearing

house.

(10)  Without prejudice to sections 81SB(1) and 337(1), the Authority may, by regulations

made under section 81Q, exempt all or any of the following from subsection (1) or (2), subject

to such conditions or restrictions as the Authority may prescribe in those regulations:

any person or class of persons;

any class or description of shares or interests in shares.

(11)  Without prejudice to sections 81SB(2) and 337(3) and (4), the Authority may, by notice

in writing, exempt any person, shares or interests in shares from subsection (1) or (2), subject to

such conditions or restrictions as the Authority may specify by notice in writing.

(12)  It shall not be necessary to publish any exemption granted under subsection (11) in the

Gazette.

(13)    Any person who contravenes subsection (1) or (2), or any condition or restriction

imposed by the Authority under subsection (5), shall be guilty of an offence and shall be liable

on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a

further fine not exceeding $20,000 for every day or part thereof during which the offence

continues after conviction.

(14)  Any person who contravenes subsection (7)(b) or (c), (8) or (9) or any direction issued

by the Authority under subsection (6) shall be guilty of an offence and shall be liable on

conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further

fine not exceeding $15,000 for every day or part thereof during which the offence continues

after conviction.

Appr oval of chairman, chief executive officer, dir ector «and key per sons

71.—(1)  No approved clearing house shall appoint a person as its chairman, chief executive

officer or director unless the approved clearing house has obtained the approval of the

Authority.

(2)  The Authority may, by notice in writing, require an approved clearing house to obtain

the approval of the Authority for the appointment of any person to any key management

position or committee of the approved clearing house, «and the approved clearing house shall

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(a)

(i)

(ii)

(b)

comply with the notice.

(3)  An application for approval under subsection (1) or (2) shall be made in such form «and

manner as the Authority may prescribe.

(4)   Without prejudice to the generality of section 81Q «and to any other matter that the

Authority may consider relevant, the Authority may, in determining whether to grant its

approval under subsection (1) or (2), have regard to such criteria as the Authority may prescribe

or specify in directions issued by notice in writing.

(5)  Subject to subsection (6), the Authority shall not refuse an application for approval under

this section without giving the approved clearing house an opportunity to be heard.

(6)  The Authority may refuse an application for approval on any of the following grounds

without giving the approved clearing house an opportunity to be heard:

the person is an undischarged bankrupt, whether in Singapore or elsewhere;

the person has been convicted, whether in Singapore or elsewhere, of an offence

committed before, on or after the date of commencement of section 7 of the

«Securities «and «Futur es (Amendment) «Act 2012 —

involving fraud or dishonesty or the conviction for which involved a finding

that he had acted fraudulently or dishonestly; «and

punishable with imprisonment for a term of 3 months or more.

(7)  Where the Authority refuses an application for approval under this section, the Authority

need not give the person who was proposed to be appointed an opportunity to be heard.

(8)    An approved clearing house shall, as soon as practicable, give written notice to the

Authority of the resignation or removal of its chairman, chief executive officer or director or of

any person referred to in any notice issued by the Authority to the approved clearing house

under subsection (2).

(9)  The Authority may make regulations under section 81Q relating to the composition «and

duties of the board of directors or any committee of an approved clearing house.

(10)    In this section, “committee” includes any committee of directors, disciplinary

committee or appeals committee of an approved clearing house, «and any body responsible for

disciplinary action against a member of an approved clearing house.

(11)  Without prejudice to sections 81SB(1) «and 337(1), the Authority may, by regulations

made under section 81Q, exempt any approved clearing house or class of approved clearing

houses from complying with subsection (1) or (8), subject to such conditions or restrictions as

the Authority may prescribe in those regulations.

(12)  Without prejudice to sections 81SB(2) «and 337(3) «and (4), the Authority may, by

notice in writing, exempt any approved clearing house from complying with subsection (1) or

(8), subject to such conditions or restrictions as the Authority may specify by notice in writing.

(13)  It shall not be necessary to publish any exemption granted under subsection (12) in the

Gazette.

(14)  Subject to subsections (11) «and (12), any approved clearing house which contravenes

subsection (1), (2) or (8) shall be guilty of an offence «and shall be liable on conviction to a

fine not exceeding $200,000 «and, in the case of a continuing offence, to a further fine not
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(a)

(b)

(a)

(b)

(a)

(b)

(a)

(b)

(c)

exceeding $20,000 for every day or part thereof during which the offence continues after

conviction.

Listing of appr oved clearing houses on securities mar ket

72.—(1)  The securities of an approved clearing house shall not be listed for quotation on a

securities market that is operated by any of its related corporations, unless the approved clearing

house and the operator of the securities market have entered into such arrangements as the

Authority may require —

for dealing with possible conflicts of interest that may arise from such listing; and

for the purpose of ensuring the integrity of the trading of the securities of the

approved clearing house.

(2)  Where the securities of an approved clearing house are listed for quotation on a securities

market operated by any of its related corporations, the listing rules of the securities market shall

be deemed to allow the Authority to act in place of the operator of the securities market in

making decisions and taking action, or to require the operator of the securities market to make

decisions and to take action on behalf of the Authority, on —

the admission or removal of the approved clearing house to or from the official list of

the securities market; and

the granting of approval for the securities of the approved clearing house to be, or the

stopping or suspending of the securities of the approved clearing house from being,

listed for quotation or quoted on the securities market.

(3)  The Authority may, by notice in writing to the operator of the securities market —

modify the listing rules of the securities market for the purpose of their application to

the listing of the securities of the approved clearing house for quotation or trading; or

waive the application of any listing rule of the securities market to the approved

clearing house.

(4)    Any approved clearing house which contravenes subsection (1) shall be guilty of an

offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a

continuing offence, to a further fine not exceeding $20,000 for every day or part thereof during

which the offence continues after conviction.

Additional power s of Authority in r espect of auditor s

73.—(1)  If an auditor of an approved clearing house, in the course of the performance of his

duties, becomes aware of any matter or irregularity referred to in the following paragraphs, he

shall immediately send to the Authority a written report of that matter or irregularity:

any matter which, in his opinion, adversely affects or may adversely affect the

financial position of the approved clearing house to a material extent;

any matter which, in his opinion, constitutes or may constitute a breach of any

provision of this Act or an offence involving fraud or dishonesty;

any irregularity that has or may have a material effect upon the accounts of the

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(a)

(b)

(c)

(d)

(a)

(b)

(a)

approved clearing house, including any irregularity that affects or jeopardises, or may

affect or jeopardise, the funds or property of investors.

(2)  An auditor of an approved clearing house shall not, in the absence of malice on his part,

be liable to any action for defamation at the suit of any person in respect of any statement made

in his report under subsection (1).

(3)  Subsection (2) shall not restrict or affect any right, privilege or immunity that the auditor

of an approved clearing house may have, apart from this section, as a defendant in an action for

defamation.

(4)    The Authority may impose all or any of the following duties on an auditor of an

approved clearing house, and the auditor shall carry out the duties so imposed:

a duty to submit such additional information and reports in relation to his audit as the

Authority considers necessary;

a duty to enlarge, extend or alter the scope of his audit of the business and affairs of

the approved clearing house;

a duty to carry out any other examination or establish any procedure in any particular

case;

a duty to submit a report on any matter arising out of his audit, examination or

establishment of procedure referred to in paragraph (b) or (c).

(5)  The approved clearing house shall remunerate the auditor in respect of the discharge by

him of all or any of the duties referred to in subsection (4).

Subdivision (4) —Immunity

Immunity fr om criminal or civil liability

74.—(1)  No criminal or civil liability shall be incurred by an approved clearing house, or by

any person specified in subsection (2), for any thing done (including any statement made) or

omitted to be done with reasonable care and in good faith in the course of, or in connection

with, the discharge or purported discharge of the obligations of the approved clearing house

under this Act or under the business rules of the approved clearing house (including the default

rules of the approved clearing house).

(2)  For the purposes of subsection (1), the specified person is any person acting on behalf of

the approved clearing house, including —

any director of the approved clearing house; or

any member of any committee established by the approved clearing house.

Division 3 —Regulation of Recognised Clearing Houses

Gener al obligations

75.—(1)  A recognised clearing house —

shall operate a safe and efficient clearing facility;

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(b)

(c)

(d)

(i)

(ii)

(e)

(f)

(i)

(ii)

(iii)

(g)

(h)

(i)

(a)

(i)

(ii)

(b)

shall manage any risks associated with its business and operations prudently;

in discharging its obligations under this Act, shall not act contrary to the interests of

the public, having particular regard to the interests of the investing public;

shall ensure that access for participation in its clearing facility is subject to criteria

that are fair and objective, and that are designed to ensure the safe and efficient

functioning of its facility and to protect the interests of the investing public;

shall maintain business rules that make satisfactory provision for —

the clearing facility to be operated in a safe and efficient manner; and

the proper regulation and supervision of its members;

shall enforce compliance by its members with its business rules;

shall have sufficient financial, human and system resources —

to operate a safe and efficient clearing facility;

to meet contingencies or disasters; and

to provide adequate security arrangements;

shall maintain governance arrangements that are adequate for the clearing facility to

be operated in a safe and efficient manner; and

shall ensure that it appoints or employs fit and proper persons as its chairman, chief

executive officer, directors and key management officers.

(2)  The obligations imposed on a recognised clearing house under this Act shall apply to all

facilities for clearing or settlement operated by the recognised clearing house.

(3)    Notwithstanding subsection (2), the Authority may by notice in writing exempt any

clearing facility operated by a recognised clearing house from all or any of the provisions of this

Act, if the Authority is satisfied that such exemption would not detract from the objectives

specified in section 47.

(4)  It shall not be necessary to publish any exemption granted under subsection (3) in the

Gazette.

(5)  In subsection (1)(g), “contingencies or disasters” includes technical disruptions occurring

within automated systems.

Obligation to notify Authority of certain matter s

76.—(1)  A recognised clearing house shall, as soon as practicable after the occurrence of

any of the following circumstances, give the Authority notice of the circumstance:

any material change to the information provided by the recognised clearing house in

its application under section 50(1) or (2) or 54(1);

the recognised clearing house becoming aware of any financial irregularity or other

matter which in its opinion —

may affect its ability to discharge its financial obligations; or

may affect the ability of a member of the recognised clearing house to meet

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(i)

(ii)

(c)

(a)

(b)

(c)

(d)

(a)

(b)

(a)

(b)

its financial obligations to the recognised clearing house;

any other matter that the Authority may —

prescribe by regulations made under section 81Q for the purposes of this

paragraph; or

specify by notice in writing to the recognised clearing house in any particular

case.

(2)  A recognised clearing house shall notify the Authority of any matter that the Authority

may prescribe by regulations made under section 81Q for the purposes of this subsection, no

later than such time as the Authority may prescribe by those regulations.

(3)  A recognised clearing house shall notify the Authority of any matter that the Authority

may specify by notice in writing to the recognised clearing house, no later than such time as the

Authority may specify in that notice.

Obligation in r elation to customer s’ money and assets held by r ecognised clearing house

77.—(1)  Without prejudice to sections 81Q and 341, the Authority may make regulations —

relating to how any money or assets deposited with or paid to a recognised clearing

house by its members, for or in relation to any contracts of the customers of those

members, are to be held by the recognised clearing house and, in particular, requiring

any such money or assets to be deposited in trust accounts or custody accounts;

relating to the circumstances under which, and the purposes for which, the money or

assets referred to in paragraph (a) may be used by the recognised clearing house;

relating to how the recognised clearing house may invest the money or assets referred

to in paragraph (a); and

for any other purpose relating to the handling of the money or assets referred to in

paragraph (a).

(2)  Regulations made under this section may provide —

that a contravention of any specified provision thereof shall be an offence; and

for a penalty not exceeding a fine of $150,000 and, in the case of a continuing

offence, for a further penalty not exceeding $15,000 for every day or part thereof

during which the offence continues after conviction.

Obligation to maintain pr oper r ecor ds

78.—(1)    A recognised clearing house shall maintain a record of all transactions effected

through its clearing facility.

(2)  The Authority may prescribe by regulations made under section 81Q —

the form and manner in which the record referred to in subsection (1) shall be

maintained;

the extent to which the record includes details of each transaction; and

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(c)

(a)

(A)

(B)

(i)

(ii)

(b)

(a)

(b)

(a)

(b)

(c)

the period of time that the record is to be maintained.

Obligation to submit periodic r eports

79.  A recognised clearing house shall submit to the Authority such reports in such form and

manner, and at such frequency, as the Authority may prescribe.

Obligation to assist Authority

80.    A recognised clearing house shall provide such assistance to the Authority as the

Authority may require for the performance of the functions and duties of the Authority,

including —

the furnishing of such returns as the Authority may require for the proper

administration of this Act; and

the provision of —

such books and information as the Authority may require for the proper

administration of this Act, being books and information —

relating to the business of the recognised clearing house; or

in respect of any transaction or class of transactions cleared or

settled by the recognised clearing house; and

such other information as the Authority may require for the proper

administration of this Act.

Obligation to maintain confidentiality

81.—(1)    Subject to subsection (2), a recognised clearing house and its officers and

employees shall maintain, and aid in maintaining, confidentiality of all user information that —

comes to the knowledge of the recognised clearing house or any of its officers or

employees; or

is in the possession of the recognised clearing house or any of its officers or

employees.

(2)  Subsection (1) shall not apply to —

the disclosure of user information for such purposes, or in such circumstances, as the

Authority may prescribe;

any disclosure of user information which is authorised by the Authority to be

disclosed or furnished; or

the disclosure of user information pursuant to any requirement imposed under any

written law or order of court in Singapore.

(3)  For the avoidance of doubt, nothing in this section shall be construed as preventing a

recognised clearing house from entering into a written agreement with a user which obliges the

recognised clearing house to maintain a higher degree of confidentiality than that specified in

this section.

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(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(a)

Penalties under this Division

81A.  Any recognised clearing house which contravenes section 75(1), 76, 78(1), 79, 80 or

81(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.

Division 4 —Insolvency

Application of this Division

81B.  This Division shall apply to such transaction or class of transactions cleared or settled

by any approved clearing house or recognised clearing house, or by any class of approved

clearing houses or recognised clearing houses, and to such extent, as may be prescribed by the

Authority.

Pr oceedings of appr oved clearing house or r ecognised clearing house shall take

pr ecedence over law of insolvency

81C.—(1)    The following shall not be invalid to any extent at law by reason only of

inconsistency with any written law or rule of law relating to the distribution of the assets of a

person on insolvency, bankruptcy or winding up, or on the appointment of a receiver, a receiver

and manager or a person in an equivalent capacity over any of the assets of a person:

a market contract;

a disposition of property pursuant to a market contract;

the provision of market collateral;

a contract effected by an approved clearing house or a recognised clearing house for

the purpose of realising property provided as market collateral, or any disposition of

property pursuant to such a contract;

a disposition of property in accordance with the business rules of an approved

clearing house, or a recognised clearing house, relating to the application of property

provided as market collateral;

a disposition of property as a result of which the property becomes subject to a

market charge, or any transaction pursuant to which that disposition is made;

a disposition of property for the purpose of enforcing a market charge;

a market charge;

any default proceedings.

(2)  A relevant office holder, or a court applying the law relating to insolvency in Singapore,

shall not exercise his or its power to prevent, or interfere with —

the settlement of a market contract in accordance with the business rules of an

approved clearing house or a recognised clearing house, or any proceedings or other

action taken under those business rules; or

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(b)

(i)

(ii)

(a)

(b)

(a)

(i)

(ii)

(b)

(c)

any default proceedings.

(3)  Subsection (2) shall not operate to prevent a relevant office holder from recovering an

amount under section 81I after the completion of a specified event referred to in section 81I(3).

(4)    Where a participant which is also a bank licensed under the Banking Act (Cap. 19)

becomes insolvent, the liabilities of the bank accorded priority under sections 61 and 62 of that

Act and the Payment and Settlement Systems (Finality and Netting) Act (Cap. 231) shall have

priority over any unsecured liabilities of the bank arising from and after the settlement of

market contracts.

(5)    For the avoidance of doubt, subsection (4) shall not affect the settlement of market

contracts in accordance with the business rules of an approved clearing house or a recognised

clearing house.

Supplementar y pr ovisions as to default pr oceedings

81D.—(1)   A court may, on the application of a relevant office holder, make an order to

alter, or to release the relevant office holder from complying with, the functions of his office

that are affected by default proceedings, if default proceedings have been, could be, or could

have been, taken.

(2)  The functions of the relevant office holder shall be construed subject to an order made

under subsection (1).

(3)   Sections 45, 74 and 76 of the Bankruptcy Act (Cap. 20) and sections 210, 258, 260,

262(3), 299(1) and 309 of the Companies Act (Cap. 50) shall not prevent, or interfere with, any

default proceedings.

Duty to r eport on completion of default pr oceedings

81E.—(1)  An approved clearing house or a recognised clearing house —

shall, upon the conclusion of any default proceedings commenced by it, make a

report on those proceedings stating, as the case may be, in respect of each defaulter

who is a subject of those proceedings —

the net sum, if any, certified by it to be payable by or to the defaulter; or

the fact that no sum is so payable; and

may include in that report such other particulars in respect of those proceedings as it

thinks fit.

(2)  An approved clearing house, or a recognised clearing house, which has made a report

under subsection (1) shall supply the report to —

the Authority;

any relevant office holder acting in relation to —

the defaulter to whom the report relates; or

the estate of that defaulter; and

where there is no relevant office holder referred to in paragraph (b), the defaulter to

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(a)

(b)

(a)

(b)

(a)

(b)

(c)

(d)

(a)

(b)

whom the report relates.

(3)  The approved clearing house or recognised clearing house shall publish a notice of the

fact that a report has been made under subsection (1) in such manner as it thinks appropriate to

bring that fact to the attention of the creditors of the defaulter to whom the report relates.

(4)  Where a relevant office holder or defaulter receives under subsection (2) a report made

under subsection (1), he shall, at the request of a creditor of the defaulter to whom the report

relates —

make the report available for inspection by the creditor; and

on payment of such reasonable fee as the relevant office holder or defaulter, as the

case may be, determines, supply to the creditor the whole or any part of that report.

(5)  In subsections (2), (3) and (4), “report” includes a copy of a report.

Net sum payable on completion of default pr oceedings

81F.—(1)  This section shall apply to any net sum certified under section 81E(1)(a)(i) by an

approved clearing house or a recognised clearing house, upon the completion by it of any

default proceedings, to be payable by or to a defaulter.

(2)  Notwithstanding sections 87 «and 88 of the Bankruptcy «Act (Cap. 20) «and section

327 of the Companies «Act (Cap. 50), where, on or after the date of commencement of section

7 of the «Securities «and «Futur es (Amendment) «Act 2012, a receiving order or winding up

order has been made, or a resolution for voluntary winding up has been passed, any net sum as

certified under section 81E(1)(a)(i) shall —

be provable in the bankruptcy or winding up or payable to the relevant office holder,

as the case may be; «and

be taken into account, where appropriate, under section 88 of the Bankruptcy «Act or

section 327 of the Companies «Act.

Disclaimer of oner ous pr operty, r escission of contr acts, etc.

81G.—(1)  Section 110 of the Bankruptcy Act (Cap. 20) and section 332 of the Companies

Act (Cap. 50) shall not apply to —

a market contract;

a contract effected by an approved clearing house, or a recognised clearing house, for

the purpose of realising property provided as market collateral;

a market charge; or

any default proceedings.

(2)  Section 77 of the Bankruptcy Act and sections 259 and 299(1) of the Companies Act

shall not apply to any act, matter or thing which has been done under —

a market contract;

a disposition of property pursuant to a market contract;

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(c)

(d)

(e)

(f)

(g)

(h)

(i)

(a)

(b)

(c)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

the provision of market collateral;

a contract effected by an approved clearing house, or a recognised clearing house, for

the purpose of realising property provided as market collateral, or any disposition of

property pursuant to such a contract;

a disposition of property in accordance with the business rules of an approved

clearing house, or a recognised clearing house, relating to the application of property

provided as market collateral;

a disposition of property as a result of which the property becomes subject to a

market charge, or any transaction pursuant to which that disposition is made;

a disposition of property for the purpose of enforcing a market charge;

a market charge; or

any default proceedings.

Adjustment of prior tr ansactions

81H.—(1)  No order shall be made, on or after the date of commencement of section 7 of the

«Securities «and «Futur es (Amendment) «Act 2012, in relation to any matter to which this

section applies, by a court under any of the following provisions in any proceedings, whether

instituted before, on or after the date of commencement of section 7 of the «Securities «and

«Futur es (Amendment) «Act 2012:

section 98 or 99 of the Bankruptcy «Act (Cap. 20);

section 227T, 329 or 331 of the Companies «Act (Cap. 50);

section 73B of the Conveyancing «and Law of Property «Act (Cap. 61).

(2)  The matters to which this section applies are as follows:

a market contract;

a disposition of property pursuant to a market contract;

the provision of market collateral;

a contract effected by an approved clearing house, or a recognised clearing house, for

the purpose of realising property provided as market collateral;

a disposition of property in accordance with the business rules of an approved

clearing house, or a recognised clearing house, relating to the application of property

provided as market collateral;

a disposition of property as a result of which the property becomes subject to a

market charge, or any transaction pursuant to which that disposition is made;

a disposition of property for the purpose of enforcing a market charge;

a market charge;

any default proceedings.

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(a)

(b)

(c)

(a)

(b)

(a)

(b)

(c)

(d)

(e)

Right of r elevant office holder to r ecover certain amounts arising fr om certain

tr ansactions

81I.—(1)    Where a participant (referred to in this section as the first participant) sells

securities at an over-value to, or purchases securities at an under-value from, another participant

(referred to in this section as the second participant) in the circumstances referred to in

subsection (3), and thereafter a relevant office holder acts for —

the second participant;

the principal of the second participant in the sale or purchase; or

the estate of the second participant or person referred to in paragraph (b),

then, unless a court otherwise orders, the relevant office holder may recover from the first

participant, or the principal of the first participant, an amount equal to the specified gain

obtained under the sale or purchase by the first participant, or the principal of the first

participant.

(2)  The amount equal to the specified gain is recoverable even if the sale or purchase may

have been discharged according to the business rules of an approved clearing house, or a

recognised clearing house, and replaced by a market contract.

(3)  The circumstances referred to in subsection (1) are that —

a specified event has occurred in relation to the second participant, or the principal of

the second participant, within the period of 6 months immediately following the date

on which the sale or purchase was entered into; and

at the time the sale or purchase was entered into, the first participant, or the principal

of the first participant, knew, or ought reasonably to have known, that a specified

event was likely to occur in relation to the second participant, or the principal of the

second participant.

(4)  In this section —

“specified event”, in relation to the second participant or a person who is or was, in

respect of a sale or purchase referred to in subsection (1), the principal of the second

participant, means —

the making of a bankruptcy order against the second participant or that person,

as the case may be;

the making of a statutory declaration in respect of the second participant or that

person, as the case may be, under section 291(1) of the Companies Act (Cap.

50);

the summoning of a meeting of creditors in relation to the second participant or

that person, as the case may be, under section 296 of the Companies Act;

the making of an application for the winding up of the second participant or that

person, as the case may be, before a court; or

the making of a judicial management order by a court under Part VIIIA of the

Companies Act in respect of the second participant or that person, as the case

may be;
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(a)

(b)

(a)

(b)

“specified gain”, in relation to a sale or purchase referred to in subsection (1), means the

difference, as at the time the sale or purchase was entered into, between —

the market value of the securities which are the subject of the sale or purchase;

and

the value of the consideration for the sale or purchase.

Application of mar ket collater al not affected by certain other inter est, etc.

81J.—(1)    This section shall have effect with respect to the application by an approved

clearing house, or a recognised clearing house, of property provided as market collateral

(referred to in this section as the property).

(2)  The property may be applied in accordance with the business rules or default rules of the

approved clearing house or recognised clearing house, so far as it is necessary for it to be so

applied, notwithstanding —

any prior equitable interest or right, or any right or remedy arising from a breach of

fiduciary duty, unless the approved clearing house or recognised clearing house had

actual notice of the interest, right or breach of duty (other than any interest or right

arising from the situation referred to in paragraph (b)), as the case may be, at the time

the property was provided as market collateral; or

that the property is deposited by the approved clearing house or recognised clearing

house in a trust account held for the benefit of a participant.

(3)    No right or remedy arising subsequent to the provision of the property as market

collateral may be enforced to prevent, or interfere with, the application of the property by the

approved clearing house or recognised clearing house in accordance with its business rules or

default rules.

(4)  Where an approved clearing house, or a recognised clearing house, has power under this

section to apply the property notwithstanding an interest, a right or a remedy, a person to whom

the approved clearing house or recognised clearing house disposes of the property in

accordance with its business rules or default rules shall take free from that interest, right or

remedy.

Enfor cement of judgments over pr operty subject to mar ket char ge, etc.

81K.—(1)  Where, whether before, on or after the date of commencement of section 7 of the

«Securities «and «Futur es (Amendment) «Act 2012, any property is subject to a market

charge or has been provided as market collateral, no execution or other legal process for the

enforcement of any judgment or order may be commenced or continued, «and no distress may

be levied, against the property by a person not seeking to enforce any interest in, or security

over, the property, except with the consent of the approved clearing house or recognised

clearing house in favour of which the market charge was granted.

(2)  Where by virtue of this section a person would not be entitled to enforce a judgment or

an order against any property, any injunction or other remedy granted by any court with a view

to facilitating the enforcement of any such judgment or order shall not extend to that property.

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(a)

(b)

(a)

(b)

(a)

(b)

(a)

Law of insolvency in other jurisdictions

81L.—(1)  Notwithstanding any other written law or rule of law, a court shall not recognise

or give effect to —

an order of a court exercising jurisdiction under the law of insolvency in any place

outside Singapore; or

an act of a person appointed in any place outside Singapore to perform a function

under the law of insolvency in that place,

insofar as the making of the order by a court in Singapore, or the doing of the act by a relevant

office holder, would be prohibited under this Act.

(2)  In this section, “law of insolvency”, in relation to a place outside Singapore, means any

law of that place which is similar to, or serves the same purposes as, any part of the law of

insolvency in Singapore.

Participant to be party to certain tr ansactions as principal

81M.—(1)  Where —

a participant, in his capacity as such, enters into any transaction (including a market

contract) with an approved clearing house or a recognised clearing house; and

but for this subsection or any provision in the business rules or default rules of the

approved clearing house or recognised clearing house, the participant would be a

party to that transaction as agent,

then, notwithstanding any other written law or rule of law, as between, and only as between, the

approved clearing house or recognised clearing house and the participant or the person who is

his principal in respect of that transaction, the participant shall, for all purposes (including any

action, claim or demand, whether civil or criminal), be deemed to be a party to that transaction

as principal, and not as agent.

(2)  Where —

2 or more participants, in their capacities as such, enter into any transaction; and

but for this subsection, any of the participants would be a party to that transaction as

agent,

then, notwithstanding any other written law or rule of law, except as between, and only as

between, a participant to whom paragraph (b) applies and the person who is his principal in

respect of that transaction, the participant shall, for all purposes (including any action, claim or

demand, whether civil or criminal), be deemed to be a party to that transaction as principal, and

not as agent.

Pr eser vation of rights, etc.

81N.  Except to the extent that it expressly provides, this Division shall not operate to limit,

restrict or otherwise affect —

any right, title, interest, privilege, obligation or liability of a person; or

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(b)

(a)

(i)

(ii)

(b)

(a)

(b)

any investigation, legal proceedings or remedy in respect of any such right, title,

interest, privilege, obligation or liability.

Immunity fr om criminal or civil liability

81O.—(1)  No criminal or civil liability shall be incurred by —

a person discharging, by virtue of a delegation under the default rules of an approved

clearing house or a recognised clearing house, an obligation of the approved clearing

house or recognised clearing house in connection with any default proceedings; or

any person acting on behalf of a person referred to in paragraph (a), including —

any member of the board of directors of the person referred to in paragraph

(a); and

any member of any committee established by the person referred to in

paragraph (a),

for any thing done (including any statement made) or omitted to be done with reasonable care

and in good faith in the course of, or in connection with, the discharge or purported discharge of

that obligation.

(2)   Where a relevant office holder takes action in relation to any property of a defaulter

which is liable to be dealt with in accordance with the default rules of an approved clearing

house or a recognised clearing house, and the relevant office holder reasonably believes or has

reasonable grounds for believing that he is entitled to take that action, the relevant office holder

shall not be liable to any person in respect of any loss or damage resulting from any action of

the relevant office holder, except insofar as the loss or damage, as the case may be, is caused by

the negligence of the relevant office holder.

Division 5 —General Powers of Authority

Power of Authority to r emove officer s

81P.—(1)  Where the Authority is satisfied that any of the following applies to an officer of

an approved clearing house or a recognised clearing house (such approved clearing house or

recognised clearing house being a Singapore corporation), the Authority may, if it thinks it

necessary in the interests of the public or a section of the public or for the protection of

investors, by notice in writing direct the approved clearing house or recognised clearing house

to remove the officer from his office or employment, «and the approved clearing house or

recognised clearing house shall comply with such notice, notwithstanding the provisions of

section 152 of the Companies «Act (Cap. 50) or anything in any other law or in the

memorandum or articles of association or other constituent document or documents of the

approved clearing house or recognised clearing house:

the officer has wilfully contravened, or wilfully caused the approved clearing house

or recognised clearing house to contravene, this «Act or the business rules of the

approved clearing house or recognised clearing house;

the officer has, without reasonable excuse, failed to ensure compliance with this

«Act, or with the business rules of the approved clearing house or recognised clearing

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(c)

(d)

(e)

(f)

(g)

(a)

(i)

(ii)

(b)

house, by the approved clearing house or recognised clearing house, by a member of

the approved clearing house or recognised clearing house or by a person associated

with that member;

the officer has failed to discharge the duties or functions of his office or employment;

the officer is an undischarged bankrupt, whether in Singapore or elsewhere;

the officer has had execution against him in respect of a judgment debt returned

unsatisfied in whole or in part;

the officer has, whether in Singapore or elsewhere, made a compromise or scheme of

arrangement with his creditors, being a compromise or scheme of arrangement that is

still in operation;

the officer has been convicted, whether in Singapore or elsewhere, of an offence

committed before, on or after the date of commencement of section 7 of the

«Securities «and «Futur es (Amendment) «Act 2012, involving fraud or dishonesty

or the conviction for which involved a finding that he had acted fraudulently or

dishonestly.

(2)    Without prejudice to any other matter that the Authority may consider relevant, the

Authority may, in determining whether an officer of an approved clearing house, or a

recognised clearing house, has failed to discharge the duties or functions of his office or

employment for the purposes of subsection (1)(c), have regard to such criteria as the Authority

may prescribe or specify in directions issued by notice in writing.

(3)  Subject to subsection (4), the Authority shall not direct an approved clearing house, or a

recognised clearing house, to remove an officer from his office or employment without giving

the approved clearing house or recognised clearing house an opportunity to be heard.

(4)  The Authority may direct an approved clearing house, or a recognised clearing house, to

remove an officer from his office or employment under subsection (1) on any of the following

grounds without giving the approved clearing house or recognised clearing house an

opportunity to be heard:

the officer is an undischarged bankrupt, whether in Singapore or elsewhere;

the officer has been convicted, whether in Singapore or elsewhere, of an offence

committed before, on or after the date of commencement of section 7 of the

«Securities «and «Futur es (Amendment) «Act 2012 —

involving fraud or dishonesty or the conviction for which involved a finding

that he had acted fraudulently or dishonestly; «and

punishable with imprisonment for a term of 3 months or more.

(5)  Where the Authority directs an approved clearing house, or a recognised clearing house,

to remove an officer from his office or employment under subsection (1), the Authority need

not give that officer an opportunity to be heard.

(6)    Any approved clearing house or recognised clearing house that is aggrieved by a

direction of the Authority made in relation to the approved clearing house or recognised

clearing house under subsection (1) may, within 30 days after the approved clearing house or

recognised clearing house is notified of the direction, appeal to the Minister, whose decision

shall be final.
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(a)

(b)

(i)

(ii)

(iii)

(c)

(a)

(b)

(7)  Notwithstanding the lodging of an appeal under subsection (6), any action taken by the

Authority under this section shall continue to have effect pending the decision of the Minister.

(8)    The Minister may, when deciding an appeal under subsection (6), make such

modification as he considers necessary to any action taken by the Authority under this section,

«and such modified action shall have effect from the date of the decision of the Minister.

(9)  Subject to subsection (10), no criminal or civil liability shall be incurred by an approved

clearing house, or a recognised clearing house, in respect of any thing done or omitted to be

done with reasonable care «and in good faith in the discharge or purported discharge of its

obligations under this section.

(10)  Any approved clearing house or recognised clearing house which, without reasonable

excuse, contravenes a written 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.

Power of Authority to make r egulations

81Q.—(1)   Without prejudice to section 341, the Authority may make regulations for the

purposes of this Part, including regulations —

relating to the approval of approved clearing houses and the recognition of

recognised clearing houses;

relating to the requirements applicable to any person who establishes, operates or

assists in establishing or operating a clearing facility, whether or not the person is

approved as an approved clearing house under section 51(1)(a) or recognised as a

recognised clearing house under section 51(1)(b) or (2); and

for the purposes of section 59 and, in particular —

requiring an approved clearing house to take into account specified positions

for the purposes of determining if any limits established or varied under

section 59(1) have been exceeded;

requiring an approved clearing house to take specified steps to ensure

compliance with those limits; and

specifying measures to manage any risks assumed by an approved clearing

house.

(2)  Regulations made under this section may provide —

that a contravention of any specified provision thereof shall be an offence; and

for a penalty not exceeding a fine of $150,000 or imprisonment for a term not

exceeding 12 months or both for each offence and, in the case of a continuing

offence, for a further penalty not exceeding a fine of 10% of the maximum fine

prescribed for that offence for every day or part thereof during which the offence

continues after conviction.

Power of Authority to issue dir ections

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(a)

(b)

(c)

(d)

(e)

(a)

(b)

(c)

(d)

(e)

81R.—(1)  The Authority may issue directions, whether of a general or specific nature, by

notice in writing, to an approved clearing house or a recognised clearing house, if the Authority

thinks it necessary or expedient —

for ensuring the safe and efficient operation of any clearing facility operated by the

approved clearing house or recognised clearing house, or of clearing facilities,

operated by approved clearing houses or recognised clearing houses, in general;

for ensuring the integrity and stability of the capital markets or the financial system;

in the interests of the public or a section of the public or for the protection of

investors;

for the effective administration of this Act; or

for ensuring compliance with any condition or restriction as may be imposed by the

Authority under section 58(2), 70(5) or (10), 71(11) or (12) or 81SB(1) or (2), or such

other obligations or requirements under this Act or as may be prescribed by the

Authority.

(2)    An approved clearing house or a recognised clearing house shall comply with every

direction issued to it under subsection (1).

(3)   Any approved clearing house or recognised clearing house which, without reasonable

excuse, contravenes a direction issued to it under subsection (1) shall be guilty of an offence

and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a

continuing offence, to a further fine not exceeding $15,000 for every day or part thereof during

which the offence continues after conviction.

(4)    It shall not be necessary to publish any direction issued under subsection (1) in the

Gazette.

Emer gency power s of Authority

81S.—(1)  Where the Authority has reason to believe that an emergency exists, or thinks that

it is necessary or expedient in the interests of the public or a section of the public or for the

protection of investors, the Authority may direct by notice in writing an approved clearing

house or a recognised clearing house to take such action as the Authority considers necessary to

maintain or restore the safe and efficient operation of the clearing facilities operated by the

approved clearing house or recognised clearing house.

(2)    Without prejudice to subsection (1), the actions which the Authority may direct an

approved clearing house or a recognised clearing house to take include —

ordering the liquidation of all positions or any part thereof, or the reduction of such

positions;

altering the conditions of delivery of transactions cleared or settled, or to be cleared

or settled, through the clearing facility;

fixing the settlement price at which transactions are to be liquidated;

requiring margins or additional margins for transactions cleared or settled, or to be

cleared or settled, through the clearing facility; and

modifying or suspending any of the business rules of the approved clearing house or

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(a)

(b)

(c)

(a)

(b)

(c)

recognised clearing house.

(3)  Where an approved clearing house or a recognised clearing house fails to comply with

any direction of the Authority under subsection (1) within such time as is specified by the

Authority, the Authority may —

set margin levels for transactions cleared or settled, or to be cleared or settled,

through the clearing facility to cater for the emergency;

set limits that may apply to positions acquired in good faith prior to the date of the

notice issued by the Authority; or

take such other action as the Authority thinks fit to maintain or restore the safe and

efficient operation of the clearing facilities operated by the approved clearing house

or recognised clearing house.

(4)   In this section, “emergency” means any threatened or actual market manipulation or

cornering, and includes —

any act of any government affecting any commodity or securities;

any major market disturbance which prevents a market from accurately reflecting the

forces of supply and demand for any commodity or securities; or

any undesirable situation or practice which, in the opinion of the Authority,

constitutes an emergency.

(5)    The Authority may modify any action taken by an approved clearing house or a

recognised clearing house under subsection (1), including the setting aside of that action.

(6)  Any person who is aggrieved by any action taken by the Authority, or by an approved

clearing house or a recognised clearing house, under this section may, within 30 days after the

person is notified of the action, appeal to the Minister, whose decision shall be final.

(7)  Notwithstanding the lodging of an appeal under subsection (6), any action taken by the

Authority, or by an approved clearing house or recognised clearing house, under this section

shall continue to have effect pending the decision of the Minister.

(8)    The Minister may, when deciding an appeal under subsection (6), make such

modification as he considers necessary to any action taken by the Authority, or by an approved

clearing house or a recognised clearing house, under this section, and any such modified action

shall have effect from the date of the decision of the Minister.

(9)  Any approved clearing house or recognised clearing house which fails to comply with a

direction issued under subsection (1) shall be guilty of an offence and shall be liable on

conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further

fine not exceeding $15,000 for every day or part thereof during which the offence continues

after conviction.

Inter pr etation of sections 81SA to 81SAE

81SA.  In this section and sections 81SAA to 81SAE, unless the context otherwise requires

—

“business” includes affairs and property;

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(a)

(b)

(a)

(b)

(i)

(ii)

(iii)

(iv)

(c)

(d)

(a)

(b)

“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 —

which the Authority has assumed control of under section 81SAA; or

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;

“statutory manager” means a statutory manager appointed under section 81SAA.

Action by Authority if appr oved clearing house or r ecognised 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 —

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;

an approved clearing house or a recognised clearing house becomes unable to meet

its obligations, or is insolvent, or suspends payments;

the Authority is of the opinion that an approved clearing house or a recognised

clearing house —

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;

is or is likely to become insolvent, or is or is likely to become unable to meet

its obligations, or is about to suspend payments;

has contravened any of the provisions of this Act; or

has failed to comply with any condition or restriction imposed on it under

section 51(4) or (5); or

the Authority considers it in the public interest to do so.

(2)  Subject to subsections (1) and (3), the Authority may —

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 business as the Authority may consider necessary;

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

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(c)

(a)

(b)

(a)

(b)

(c)

(a)

(b)

(c)

(a)

(b)

(c)

approved clearing house or recognised clearing house (as the case may be) as the

Authority may determine; or

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 —

the business or affairs of the recognised clearing house carried on in, or managed in

or from, Singapore; or

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 —

may be discharged or exercised by such persons jointly and severally;

shall be discharged or exercised by such persons jointly; and

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:

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;

further exercise any of the powers under subsection (2);

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 —

the exercise or purported exercise of any power under this Act;

the performance or purported performance of any function or duty under this Act; or

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
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(a)

(b)

(a)

(b)

offence continues after conviction.

Effect of assumption of contr ol 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 —

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

shall be deemed to be an agent of the approved clearing house or recognised clearing

house (as the case may be).

(3)  In managing the relevant business of an approved clearing house or a recognised clearing

house, the Authority or statutory manager —

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

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.

(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

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(a)

(b)

(a)

(b)

(i)

(ii)

(a)

(b)

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.

(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 clearing

house 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 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) —

the act or purported act of the person shall be invalid and of no effect; and

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 recognised clearing

house in contravention of 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) —

the act or purported act of the person shall be invalid and of no effect; and

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 —

if there is any conflict or inconsistency between —

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

a direction or decision given by any chief executive officer, director,

member, executive officer, employee, agent or office holder, or the board of

directors, of the approved clearing house or recognised clearing house (as the

case may be),

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 subparagraph (ii); and

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 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.
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(a)

(b)

(i)

(ii)

(a)

(b)

(a)

(b)

(c)

(d)

(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).

Dur ation of contr ol

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 —

the reasons for the Authority’s assumption of control of the relevant business have

ceased to exist; or

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 a recognised clearing house may be revoked by the Authority at any

time —

if the Authority is satisfied that —

the reasons for the appointment have ceased to exist; or

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

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 —

the Authority’s assumption of control of the relevant business of an approved

clearing house or a recognised clearing house;

the cessation of the Authority’s control of the relevant business of an approved

clearing house or a recognised clearing house;

the appointment of a statutory manager in relation to the relevant business of an

approved clearing house or a recognised clearing house; and

the revocation of a statutory manager’s appointment in relation to the relevant

business of an approved clearing house or a recognised clearing house.

Responsibilities of officer s, member, etc., of appr oved clearing house or r ecognised

clearing house

81SAD.—(1)  During the period when the Authority or statutory manager is in control of the

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(a)

(b)

(a)

(b)

(a)

(b)

relevant business of an approved clearing house or a recognised clearing house —

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

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 the Authority’s or statutory

manager’s powers, in relation to the approved clearing house or recognised clearing

house (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 —

without reasonable excuse, fails to comply with subsection (1)(b); or

in purported compliance with subsection (1)(b), knowingly or recklessly furnishes

any information or document that is false or misleading in a material particular,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or

to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing

offence, to a further fine not exceeding $5,000 for every day or part thereof during which the

offence continues after conviction.

Remuner ation and expenses of Authority and other s 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 —

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

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 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.

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Power of Authority to exempt appr oved clearing house or r ecognised clearing house fr om

pr ovisions of this Part

81SB.—(1)   Without prejudice to section 337(1), the Authority may, by regulations made

under section 81Q, exempt any approved clearing house, recognised clearing house, or class of

approved clearing houses or recognised clearing houses from any provision of this Part, subject

to such conditions or restrictions as the Authority may prescribe in those regulations.

(2)   Without prejudice to section 337(3) and (4), the Authority may, by notice in writing,

exempt any approved clearing house or recognised clearing house from any provision of this

Part, subject to such conditions or restrictions as the Authority may specify by notice in writing,

if the Authority is satisfied that the non-compliance by that approved clearing house or

recognised clearing house with that provision will not detract from the objectives specified in

section 47.

(3)  It shall not be necessary to publish any exemption granted under subsection (2) in the

Gazette.

Division 6 —Voluntary Transfer of Business of

Approved Clearing House or Recognised

Clearing House

Inter pr etation 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 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.

Voluntar y tr ansfer 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

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(b)

(c)

(a)

(b)

(a)

(b)

house) to a transferee, if —

the Authority has consented to the transfer;

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

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 —

the transferee is a fit and proper person; and

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 Authority, any information or document that the Authority may reasonably

require for the discharge of its duties or functions, or the exercise of its powers, under this

Division.

(8)  Any person who —

without reasonable excuse, fails to comply with any requirement under subsection

(7); or

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 to furnish under subsection (7), that the 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).

Appr oval of tr ansfer

81SE.—(1)  A transferor shall apply to the Court for its approval of the transfer of the whole

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(a)

(b)

(c)

(d)

(e)

(f)

(a)

(b)

(a)

(b)

(a)

or any part of the business of the transferor to the transferee under this Division.

(2)  Before making an application under subsection (1) —

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;

the transferor shall obtain the consent of the Authority under section 81SD(1)(a);

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 transferor shall, at least 15 days before the application is made but not earlier than

one month after the report referred to in paragraph (a) is lodged with the Authority,

publish in the Gazette and in such newspaper or newspapers as the Authority may

determine a notice of the transferor’s intention to make the application and containing

such other particulars as may be prescribed;

the transferor and the transferee shall keep at their respective offices in Singapore, 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 the notice

referred to in paragraph (d) in the Gazette; and

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 transfer approved by the Authority under paragraph (c).

(3)  The Authority and any person who, in the opinion of the Court, is likely to be affected by

the transfer —

shall have the right to appear before and be heard by the Court in any proceedings

relating to the transfer; and

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 —

approve the transfer without modification or subject to any modification agreed to by

the transferor and the transferee; or

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:

the transfer to the transferee of the whole or any part of the business of the transferor;
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(c)

(d)

(e)

(f)

(a)

(b)

(c)

(a)

(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;

the continuation by (or against) the transferee of any legal proceedings pending by

(or against) the transferor;

the dissolution, without winding up, of the transferor;

the provisions to be made for persons who are affected by the transfer;

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 —

provide for the transfer of any business, whether or not the transferor otherwise has

the capacity to effect the transfer in question;

make provision in relation to any property which is held by the transferor as trustee;

and

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 copy of the order with the Registrar of Companies and with the Authority; and

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.

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(i)

(ia)

(ii)

(iii)

(a)

(b)

PART IIIA

APPROVED HOLDING COMPANIES

Objectives of this Part

81T.  The objectives of this Part are —

to provide a regulatory framework for the establishment and operation of holding

companies of —

approved exchanges;

licensed trade repositories;

approved clearing houses; and

corporations that are approved holding companies,

and to ensure that such holding companies are fit and proper to perform their

functions; and

to reduce systemic risk.

Division 1 —Establishment of Approved Holding Companies

Requir ement for appr oval

81U.—(1)  No corporation shall be the holding company of any approved exchange, licensed

trade repository, approved clearing house or corporation which is an approved holding

company, unless the first-mentioned corporation is an approved holding company.

(2)  Any corporation which contravenes subsection (1) shall be guilty of an offence and shall

be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not

exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not

exceeding $25,000 for every day or part thereof during which the offence continues after

conviction.

(3)    Without prejudice to section 337(1), the Authority may, by regulations made under

section 81ZK, exempt any corporation or class of corporations from subsection (1), subject to

such conditions or restrictions as the Authority may prescribe in those regulations.

(4)   Without prejudice to section 337(3) and (4), the Authority may, by notice in writing,

exempt any corporation from subsection (1), subject to such conditions or restrictions as the

Authority may specify by notice in writing, if the Authority is satisfied that the exemption will

not detract from the objectives specified in section 81T.

(5)  It shall not be necessary to publish any exemption granted under subsection (4) in the

Gazette.

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(a)

(b)

(a)

(b)

(a)

(b)

(6)  The Authority may, at any time, by notice in writing —

add to the conditions and restrictions referred to in subsection (4); or

vary or revoke any condition or restriction referred to in that subsection.

(7)  Every corporation that is granted an exemption under subsection (3) shall satisfy every

condition or restriction imposed on it under that subsection.

(8)  Every corporation that is granted an exemption under subsection (4) shall satisfy every

condition or restriction imposed on it under that subsection or subsection (6).

(9)  Any corporation which contravenes subsection (7) or (8) 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.

Application for appr oval

81V.—(1)  A corporation may apply to the Authority to be approved as an approved holding

company.

(2)  An application made under subsection (1) shall be —

made in such form and manner as the Authority may prescribe; and

accompanied by a non-refundable prescribed application fee, which shall be paid in

the manner specified by the Authority.

(3)  The Authority may require an applicant to furnish it with such information or documents

as the Authority considers necessary in relation to the application.

Power of Authority to appr ove holding companies

81W.—(1)  Where an application is made under section 81V(1), the Authority may approve

the corporation as an approved holding company subject to such conditions or restrictions as the

Authority may think fit to impose by notice in writing, if the Authority is satisfied that —

it would not be contrary to the interests of the public or contrary to the objectives

specified in section 81T to approve the corporation; and

the grounds referred to in subsection (5) for refusing such approval do not apply.

(2)    The Authority may, at any time, by notice in writing to the corporation, vary any

condition or restriction or impose such further conditions or restrictions as the Authority may

think fit.

(3)    An approved holding company shall, for the duration of the approval, satisfy all

conditions and restrictions that may be imposed on it under subsections (1) and (2).

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(a)

(b)

(c)

(4)  Subject to subsection (5), the Authority shall not refuse to approve a corporation under

subsection (1) without giving the corporation an opportunity to be heard.

(5)   The Authority may refuse to approve a corporation on any of the following grounds

without giving the corporation an opportunity to be heard:

the corporation is in the course of being wound up or otherwise dissolved, whether in

Singapore or elsewhere;

a receiver, a receiver and manager or an equivalent person has been appointed,

whether in Singapore or elsewhere, in relation to or in respect of any property of the

corporation;

the corporation has been convicted, whether in Singapore or elsewhere, of an offence

involving fraud or dishonesty or the conviction for which involved a finding that it

had acted fraudulently or dishonestly.

(6)    The Authority shall give notice in the Gazette of any corporation approved under

subsection (1).

(7)  Any applicant that is aggrieved by the refusal of the Authority to grant an approval under

subsection (1) may, within 30 days after the applicant is notified of the decision, appeal to the

Minister whose decision shall be final.

(8)  Any corporation which contravenes subsection (3) 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.

Annual fees payable by appr oved holding company

81X.—(1)  Every approved holding company shall pay to the Authority such annual fees as

may be prescribed and in such manner as may be specified by the Authority.

(2)  The Authority may, where it considers appropriate, refund or remit the whole or part of

any annual fee paid or payable to it.

Cancellation of appr oval

81Y.—(1)    An approved holding company which intends to cease its activities as an

approved holding company may apply to the Authority to cancel its approval.

(2)    The Authority may cancel the approval if it is satisfied that the approved holding

company referred to in subsection (1) has ceased its activities as an approved holding company.

Power of Authority to r evoke appr oval

81Z.—(1)  The Authority may revoke any approval of a corporation as an approved holding

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(a)

(b)

(i)

(ii)

(iii)

(c)

(d)

(da)

(e)

(f)

(g)

(a)

(b)

(c)

company under section 81W(1) if —

the corporation ceases to be the holding company of any approved exchange, licensed

trade repository, approved clearing house or corporation which is an approved

holding company;

the corporation is being wound up or otherwise dissolved, whether in Singapore or

elsewhere;

the corporation contravenes —

any condition or restriction applicable in respect of its approval;

any direction issued to it by the Authority under this Act; or

any provision in this Act;

the corporation operates in a manner that is, in the opinion of the Authority, contrary

to the interests of the public;

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;

a receiver, a receiver and manager or an equivalent person has been appointed,

whether in Singapore or elsewhere, in relation to or in respect of any property of the

corporation;

the corporation has been convicted, whether in Singapore or elsewhere, of an offence

involving fraud or dishonesty or the conviction for which involved a finding that it

had acted fraudulently or dishonestly; or

any information or document provided by the corporation to the Authority is false or

misleading.

(2)    Subject to subsection (3), the Authority shall not revoke under subsection (1) any

approval under section 81W(1) that was granted to a corporation without giving the corporation

an opportunity to be heard.

(3)    The Authority may revoke an approval under section 81W(1) that was granted to a

corporation on any of the following circumstances without giving the corporation an

opportunity to be heard:

the corporation is in the course of being wound up or otherwise dissolved, whether in

Singapore or elsewhere;

a receiver, a receiver and manager or an equivalent person has been appointed,

whether in Singapore or elsewhere, in relation to or in respect of any property of the

corporation;

the corporation has been convicted, whether in Singapore or elsewhere, of an offence

involving fraud or dishonesty or the conviction for which involved a finding that it

had acted fraudulently or dishonestly.

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(a)

(i)

(ii)

(iii)

(b)

(i)

(ii)

(iii)

(c)

(4)  Any corporation which is aggrieved by a decision of the Authority made in relation to

the corporation under subsection (1) may, within 30 days after the corporation is notified of the

decision, appeal to the Minister whose decision shall be final.

(5)  Notwithstanding the lodging of an appeal under subsection (4), any action taken by the

Authority under this section shall continue to have effect pending the decision of the Minister.

(6)    The Minister may, when deciding an appeal under subsection (4), make such

modification as he considers necessary to any action taken by the Authority under this section,

and such modified action shall have effect from the date of the decision of the Minister.

(7)  The Authority shall give notice in the Gazette of any revocation of approval referred to

in subsection (1).

Division 2 —Regulation of Approved Holding Companies

Obligation to notify Authority of certain matter s

81ZA.—(1)  An approved holding company shall, as soon as practicable after the occurrence

of any of the following circumstances, notify the Authority of the circumstance:

any material change to the information provided by the approved holding company in

its application under section 81V(1);

the carrying on of any activity by the approved holding company other than —

the activities of a holding company of any approved exchange, licensed trade

repository, approved clearing house or corporation that is an approved

holding company;

an activity incidental to being a holding company of any approved exchange,

licensed trade repository, approved clearing house or corporation that is an

approved holding company; or

such activity or class of activities as the Authority may prescribe;

the acquisition by the approved holding company of a substantial shareholding in a

corporation which does not carry on —

any activity of a holding company of any approved exchange, licensed trade

repository, approved clearing house or corporation that is an approved

holding company;

any activity incidental to being a holding company of any approved

exchange, licensed trade repository, approved clearing house or corporation

that is an approved holding company; or

such activity or class of activities as the Authority may prescribe;

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(d)

(i)

(ii)

(a)

(i)

(ii)

(b)

(a)

any other matter that the Authority may prescribe by regulations made under section

81ZK for the purposes of this paragraph or specify by notice in writing to the

approved holding company.

(2)  Without prejudice to the generality of section 81ZL(1), the Authority may, at any time

after receiving a notification referred to in subsection (1), issue directions to the approved

holding company —

where the notification relates to a matter referred to in subsection (1)(b) —

to cease carrying on the first-mentioned activity referred to in subsection (1)

(b); or

to carry on the first-mentioned activity referred to in subsection (1)(b)

subject to such conditions or restrictions as the Authority may impose, if the

Authority is of the opinion that this is necessary for any purpose referred to

in section 81ZL(1); or

where the notification relates to a matter referred to in subsection (1)(c) —

to dispose of the shareholding referred to in subsection (1)(c); or

to exercise its rights relating to such shareholding subject to such conditions

or restrictions as the Authority may impose, if the Authority is of the opinion

that this is necessary for any purpose referred to in section 81ZL(1),

and the approved holding company shall comply with such directions.

(3)  Any approved holding company which contravenes subsection (1) or (2) shall be guilty

of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case

of a continuing offence, to a further fine not exceeding $20,000 for every day or part thereof

during which the offence continues after conviction.

Obligation to submit periodic r eports

81ZB.—(1)   An approved holding company shall submit to the Authority such reports in

such form, manner and frequency as the Authority may prescribe.

(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 $200,000 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.

Obligation to assist Authority

81ZC.—(1)  An approved holding company shall provide such assistance to the Authority as

the Authority may require for the performance of the functions and duties of the Authority,

including the furnishing of such returns and the provision of —

such books and other information relating to the activities of the approved holding

company; and

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(b)

(a)

(b)

(a)

(b)

(c)

such other information,

as the Authority may require for the proper administration of this Act.

(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 $200,000 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.

Obligation to maintain confidentiality

81ZD.—(1)   Subject to subsection (2), an approved holding company and its officers and

employees shall maintain, and aid in maintaining, the confidentiality of all user information

that —

comes to the knowledge of the approved holding company or any of its officers or

employees; or

is in the possession of the approved holding company or any of its officers or

employees.

(2)  Subsection (1) shall not apply to —

the disclosure of user information for such purposes, or in such circumstances, as the

Authority may prescribe;

any disclosure of user information which is authorised by the Authority to be

disclosed or furnished; or

the disclosure of user information pursuant to any requirement imposed under any

written law or order of court in Singapore.

(3)  Any person who contravenes subsection (1) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to

a further fine not exceeding $20,000 for every day or part thereof during which the offence

continues after conviction.

(4)  For the avoidance of doubt, nothing in this section shall be construed as preventing an

approved holding company from entering into a written agreement with a user which obliges

the approved holding company to maintain a higher degree of confidentiality than that specified

in this section.

Contr ol of substantial shar eholding in appr oved holding companies

81ZE.—(1)    No person shall enter into any agreement to acquire shares in an approved

holding company by virtue of which he would, if the agreement had been carried out, become a

substantial shareholder of the approved holding company without first obtaining the approval of

the Authority to enter into the agreement.

(2)  No person shall become —

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(a)

(b)

(a)

(b)

(a)

(b)

(i)

(ii)

(a)

(b)

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(c)

a 12% controller; or

a 20% controller,

of an approved holding company without first obtaining the approval of the Authority.

(3)  In subsection (2) —

“12% controller” means a person, not being a 20% controller, who alone or together with

his associates —

holds not less than 12% of the shares in the approved holding company; or

is in a position to control not less than 12% of the votes in the approved holding

company;

“20% controller” means a person who, alone or together with his associates —

holds not less than 20% of the shares in the approved holding company; or

is in a position to control not less than 20% of the votes in the approved holding

company.

(4)  In this section —

a person holds a share if —

he is deemed to have an interest in that share under section 7(6) to (10) of the

Companies Act (Cap. 50); or

he otherwise has a legal or an equitable interest in that share, except such

interest as is to be disregarded under section 7(6) to (10) of the Companies

Act;

a reference to the control of a percentage of the votes in an approved holding

company shall be construed as a reference to the control, whether direct or indirect,

of that percentage of the total number of votes that might be cast in a general meeting

of the approved holding company; and

a person, A, is an associate of another person, B, if —

A is the spouse, a parent, remoter lineal ancestor or step-parent, a son,

daughter, remoter issue, step-son or step-daughter or a brother or sister of B;

A is a body corporate that is, or a majority of the directors of which are,

accustomed or under an obligation whether formal or informal to act in

accordance with the directions, instructions or wishes of B;

[Deleted by Act 35 of 2014 wef 01/07/2015]

A is a person who is accustomed or under an obligation, whether formal or

informal, to act in accordance with the directions, instructions or wishes of B;

Ais a subsidiary of B;

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(vii)

(viii)

(ix)

(a)

(b)

(c)

A is a body corporate in which B, alone or together with other associates of B

as described in sub-paragraphs (ii), (iv) and (v), is in a position to control not

less than 20% of the votes in A; or

[Deleted by Act 35 of 2014 wef 01/07/2015]

A is a person with whom B has an agreement or arrangement, whether oral or

in writing and whether express or implied, to act together with respect to the

acquisition, holding or disposal of shares or other interests in, or with respect

to the exercise of their votes in relation to, the approved holding company.

(5)  The Authority may grant its approval referred to in subsection (1) or (2) subject to such

conditions or restrictions as the Authority may think fit.

(6)  Without prejudice to subsection (11), the Authority may, for the purposes of securing

compliance with subsection (1) or (2) or any condition or restriction imposed under

subsection (5), by notice in writing, direct the transfer or disposal of all or any of the shares of

an approved holding company in which a substantial shareholder, 12% controller or 20%

controller of the approved holding company has an interest.

(7)   Until a person to whom a direction has been issued under subsection (6) transfers or

disposes of the shares which are the subject of the direction, and notwithstanding any thing to

the contrary in the Companies Act (Cap. 50) or the memorandum or articles of association or

other constituent document or documents of the approved holding company —

no voting rights shall be exercisable in respect of the shares which are the subject of

the direction;

the approved holding company shall not offer or issue any shares (whether by way of

rights, bonus, share dividend or otherwise) in respect of the shares which are the

subject of the direction; and

except in a liquidation of the approved holding company, the approved holding

company shall not make any payment (whether by way of cash dividend, dividend in

kind or otherwise) in respect of the shares which are the subject of the direction.

(8)  Any issue of shares by an approved holding company in contravention of subsection (7)

(b) shall be deemed to be null and void, and a person to whom a direction has been issued under

subsection (6) shall immediately return those shares to the approved holding company, upon

which the approved holding company shall return to the person any payment received from him

in respect of those shares.

(9)  Any payment made by an approved holding company in contravention of subsection (7)

(c) shall be deemed to be null and void, and a person to whom a direction has been issued under

subsection (6) shall immediately return the payment he has received to the approved holding

company.

(10)  The Authority may exempt —

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(a)

(b)

any person or class or persons; or

any class or description of shares or interests in shares,

from the requirement under subsection (1) or (2), subject to such conditions or restrictions as

may be imposed by the Authority.

(11)    Any person who contravenes subsection (1) or (2), or any condition or restriction

imposed by the Authority under subsection (5), shall be guilty of an offence and shall be liable

on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a

further fine not exceeding $20,000 for every day or part thereof during which the offence

continues after conviction.

(12)  Any person who contravenes subsection (7)(b) or (c), (8) or (9) or any direction issued

by the Authority under subsection (6) shall be guilty of an offence and shall be liable on

conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further

fine not exceeding $15,000 for every day or part thereof during which the offence continues

after conviction.

[E (DM) A, s. 15]

Appr oval of chairman, chief executive officer, dir ector and key per sons

81ZF.—(1)  An approved holding company shall ensure that it appoints or employs fit and

proper persons as its chairman, chief executive officer, directors and key management officers.

(2)  No approved holding company shall appoint a person as its chairman, chief executive

officer or director unless the approved holding company has obtained the approval of the

Authority.

(3)  The Authority may, by notice in writing, require an approved holding company to obtain

the approval of the Authority for the appointment of any person to any key management

position or committee of the approved holding company and the approved holding company

shall comply with the notice.

(4)  An application for approval under subsection (2) or (3) shall be made in such form and

manner as the Authority may prescribe.

(5)   Without prejudice to the generality of section 81ZK and to any other matter that the

Authority may consider relevant, the Authority may, in determining whether to grant its

approval under subsection (2) or (3), have regard to such criteria as the Authority may prescribe

or specify in directions issued by notice in writing.

(6)  Subject to subsection (7), the Authority shall not refuse an application for approval under

this section without giving the approved holding company an opportunity to be heard.

(7)  The Authority may refuse an application for approval on any of the following grounds

without giving the approved holding company an opportunity to be heard:

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(a)

(i)

(ii)

(b)

(a)

(b)

the person is an undischarged bankrupt, whether in Singapore or elsewhere;

the person has been convicted, whether in Singapore or elsewhere, of an offence —

involving fraud or dishonesty or the conviction for which involved a finding

that he had acted fraudulently or dishonestly; and

punishable with imprisonment for a term of 3 months or more.

(8)  Where the Authority refuses an application for approval under this section, the Authority

need not give the person who was proposed to be appointed an opportunity to be heard.

(9)  An approved holding company shall, as soon as practicable, give written notice to the

Authority of the resignation or removal of its chairman, chief executive officer, director or

person referred to in the notice issued by the Authority under subsection (3).

(10)  The Authority may make regulations under section 81ZK relating to the composition

and duties of the board of directors or any committee of an approved holding company.

(11)    In this section, “committee” includes any committee of directors, disciplinary

committee, appeals committee or any body responsible for disciplinary action against a member

of an approved exchange or approved clearing house, or a participant of a licensed trade

repository, of which an approved holding company is the holding company.

(12)    The Authority may exempt an approved holding company or a class of approved

holding companies from the requirement under subsection (1), (2) or (9), subject to such

conditions or restrictions as may be imposed by the Authority.

(13)  Any approved holding company which contravenes subsection (1), (2), (3) or (9) shall

be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and,

in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part

thereof during which the offence continues after conviction.

Listing of appr oved holding companies on securities mar ket

81ZG.—(1)  The securities of an approved holding company shall not be listed for quotation

on a securities market that is operated by any of its related corporations unless the approved

holding company and the operator of the securities market have entered into such arrangements

as the Authority may require —

for dealing with possible conflicts of interest that may arise from such listing; and

for the purpose of ensuring the integrity of trading of the securities of the approved

holding company.

(2)    Where the securities of an approved holding company are listed for quotation on a

securities market operated by any of its related corporations, the listing rules of the securities

market shall be deemed to allow the Authority to act in place of the operator of the securities

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(a)

(b)

(a)

(b)

(a)

(b)

market in making decisions and taking action, or to require the operator of the securities market

to make decisions and to take action on behalf of the Authority, on —

the admission to, or removal of, the approved holding company from the official list

of the securities market; and

granting, stopping or suspending the securities of the approved holding company

from being listed for quotation or quoted on the securities market.

(3)  The Authority may, by notice in writing to the operator of the securities market —

modify the listing rules of the securities market for the purpose of their application to

the listing for quotation or trading of the securities of the approved holding company;

or

waive the application of any listing rule of the securities market to the approved

holding company.

(4)  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 $200,000 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.

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 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.

Inter pr etation 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 company, means any person acting as

the 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 —

which the Authority has assumed control of under section 81ZGC; or

in relation to which a statutory adviser or a statutory manager has been

appointed under section 81ZGC;

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(a)

(b)

(i)

(ii)

(iii)

(iv)

(c)

(d)

(a)

(b)

(c)

(a)

(b)

“statutory adviser” means a statutory adviser appointed under section 81ZGC;

“statutory manager” means a statutory manager appointed under section 81ZGC.

Action by Authority if appr oved 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 —

an approved holding 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;

an approved holding company becomes unable to meet its obligations, or is insolvent,

or suspends payments;

the Authority is of the opinion that an approved holding company —

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;

is or is likely to become insolvent, or is or is likely to become unable to meet

its obligations, or is about to suspend payments;

has contravened any of the provisions of this Act; or

has failed to comply with any condition or restriction imposed on it under

section 81W(1) or (2); or

the Authority considers it in the public interest to do so.

(2)  Subject to subsections (1) and (3), the Authority may —

require the approved holding 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;

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

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 —

the business or affairs of the approved holding company carried on in, or managed in

or from, Singapore; or

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

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(a)

(b)

(c)

(a)

(b)

(c)

(a)

(b)

(c)

(a)

(b)

(a)

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 of the appointment,

which of the duties, functions and powers of the statutory manager —

may be discharged or exercised by such persons jointly and severally;

shall be discharged or exercised by such persons jointly; and

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:

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;

further exercise any of the powers under subsection (2);

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 —

the exercise or purported exercise of any power under this Act;

the performance or purported performance of any function or duty under this Act; or

the compliance or purported compliance with this Act.

(7)  Any approved holding 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 $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 contr ol 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 —

shall manage the relevant business of the approved holding company in the name of

and on behalf of the approved holding company; and

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 —

shall take into consideration the interests of the public or the section of the public

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(b)

(a)

(b)

(a)

(b)

(i)

(a)

referred to in section 81ZGC(1)(c)(i), and the need to protect investors; and

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

company, including powers of delegation, in relation to the relevant business of the

approved holding company; but nothing in 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 period when the Authority or statutory

manager is in control of the relevant business of the approved holding company —

the act or purported act of the person shall be invalid and of no effect; and

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 —

the act or purported act of the person shall be invalid and of no effect; and

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 —

if there is any conflict or inconsistency between —

a direction or decision given by the Authority or statutory manager

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(ii)

(b)

(a)

(b)

(i)

(ii)

(a)

(b)

(a)

in sub-paragraph (ii)); and

a direction or decision given by any chief executive officer, director,

member, executive officer, employee, agent or office holder, or the board of

directors, of the approved holding company,

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 subparagraph (ii); and

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.

Dur ation of contr ol

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 —

the reasons for the Authority’s assumption of control of the relevant business have

ceased to exist; or

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 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 —

if the Authority is satisfied that —

the reasons for the appointment have ceased to exist; or

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

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 —

the Authority’s assumption of control of the relevant business of an approved holding

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(b)

(c)

(d)

(a)

(b)

(a)

(b)

(a)

company;

the cessation of the Authority’s control of the relevant business of an approved

holding company;

the appointment of a statutory manager in relation to the relevant business of an

approved holding company; and

the revocation of a statutory manager’s appointment in relation to the relevant

business of an approved holding company.

Responsibilities of officer s, member, etc., of appr oved 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 —

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

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 the Authority’s or 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.

(2)  Any person who —

without reasonable excuse, fails to comply with subsection (1)(b); or

in purported compliance with subsection (1)(b), knowingly or recklessly furnishes

any information or document that is false or misleading in a material particular,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or

to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing

offence, to a further fine not exceeding $5,000 for every day or part thereof during which the

offence continues after conviction.

Remuner ation and expenses of Authority and other s in certain cases

81ZGG.—(1)  The Authority may at any time fix the remuneration and expenses to be paid

by an approved holding company —

to a statutory manager or statutory adviser appointed in relation to the approved

holding company, whether or not the appointment has been revoked; and

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(b)

(a)

(b)

(c)

(a)

(b)

(c)

(d)

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.

Additional power s of Authority in r espect of auditor s

81ZH.—(1)  If an auditor of an approved holding company, in the course of the performance

of his duties, becomes aware of —

any matter which, in his opinion, adversely affects or may adversely affect the

financial position of the approved holding company to a material extent;

any matter which, in his opinion, constitutes or may constitute a breach of any

provision of this Act or an offence involving fraud or dishonesty; or

any irregularity that has or may have a material effect upon the accounts of the

approved holding company, including any irregularity that affects or jeopardises, or

may affect or jeopardise, the funds or property of investors,

the auditor shall immediately send to the Authority a written report of the matter or the

irregularity.

(2)   An auditor shall not, in the absence of malice on his part, be liable to any action for

defamation at the suit of any person in respect of any statement made in his report under

subsection (1).

(3)  Subsection (2) shall not restrict or affect any right, privilege or immunity that the auditor

has, apart from this section, as a defendant in an action for defamation.

(4)    The Authority may impose all or any of the following duties on an auditor of an

approved holding company:

a duty to submit such additional information and reports in relation to his audit as the

Authority considers necessary;

a duty to enlarge, extend or alter the scope of his audit of the business and affairs of

the approved holding company;

a duty to carry out any other examination or establish any procedure in any particular

case;

a duty to submit a report on any matter arising out of his audit, examination or

establishment of procedure referred to in paragraph (b) or (c),

and the auditor shall carry out such duties.

(5)  The approved holding company shall remunerate the auditor in respect of the discharge

by him of all or any of the duties referred to in subsection (4).

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(a)

(b)

(c)

(d)

(e)

(f)

(g)

[E (DM) A, s. 16]

Power of Authority to exempt appr oved holding company fr om pr ovisions of this Part

81ZI.—(1)   Without prejudice to section 337(1), the Authority may, by regulations made

under section 81ZK, exempt any approved holding company or class of approved holding

companies from any provision of this Part, subject to such conditions or restrictions as the

Authority may prescribe in those regulations.

(2)   Without prejudice to section 337(3) and (4), the Authority may, by notice in writing,

exempt any approved holding company from any provision of this Part, subject to such

conditions or restrictions as the Authority may specify by notice in writing, if the Authority is

satisfied that the non-compliance by that licensed trade repository or licensed foreign trade

repository with that provision will not detract from the objectives specified in section 81T.

(3)  It shall not be necessary to publish any exemption granted under subsection (2) in the

Gazette.

Power of Authority to r emove officer s

81ZJ.—(1)    Where the Authority is satisfied that an officer of an approved holding

company —

has wilfully contravened or wilfully caused that approved holding company to

contravene this Act;

has, without reasonable excuse, failed to ensure compliance with this Act by that

approved holding company;

has failed to discharge the duties or functions of his office or employment;

is an undischarged bankrupt, whether in Singapore or elsewhere;

has had execution against him in respect of a judgment debt returned unsatisfied in

whole or in part;

has, whether in Singapore or elsewhere, made a compromise or scheme of

arrangement with his creditors, being a compromise or scheme of arrangement that is

still in operation; or

has been convicted, whether in Singapore or elsewhere, of an offence involving fraud

or dishonesty or the conviction for which involved a finding that he acted

fraudulently or dishonestly,

the Authority may, if it thinks it necessary in the interests of the public or a section of the public

or for the protection of investors, by notice in writing direct that approved holding company to

remove the officer from his office or employment and that approved holding company shall

comply with such notice, notwithstanding the provisions of section 152 of the Companies Act

(Cap. 50).

(2)    Without prejudice to any other matter that the Authority may consider relevant, the

Authority may, in determining whether an officer of an approved holding company has failed to

discharge the duties or functions of his office or employment for the purposes of subsection (1)

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(a)

(i)

(ii)

(b)

(c), have regard to such criteria as the Authority may prescribe or specify in directions issued by

notice in writing.

(3)  Subject to subsection (4), the Authority shall not direct an approved holding company to

remove an officer from his office or employment without giving the approved holding company

an opportunity to be heard.

(4)  The Authority may direct an approved holding company to remove an officer from his

office or employment under subsection (1) on any of the following grounds without giving the

approved holding company an opportunity to be heard:

the officer is an undischarged bankrupt, whether in Singapore or elsewhere;

the officer has been convicted, whether in Singapore or elsewhere, of an offence —

involving fraud or dishonesty or the conviction for which involved a finding

that he had acted fraudulently or dishonestly; and

punishable with imprisonment for a term of 3 months or more.

(5)  Where the Authority directs an approved holding company to remove an officer from his

office or employment under subsection (1), the Authority need not give that officer an

opportunity to be heard.

(6)  Any approved holding company that is aggrieved by a direction of the Authority made in

relation to the approved holding company under subsection (1) may, within 30 days after the

approved holding company is notified of the direction, appeal to the Minister whose decision

shall be final.

(7)  Notwithstanding the lodging of an appeal under subsection (6), any action taken by the

Authority under this section shall continue to have effect pending the decision of the Minister.

(8)    The Minister may, when deciding an appeal under subsection (6), make such

modification as he considers necessary to any action taken by the Authority under this section,

and such modified action shall have effect from the date of the decision of the Minister.

(9)  Subject to subsection (10), no criminal or civil liability shall be incurred by an approved

holding company in respect of any thing done or omitted to be done with reasonable care and in

good faith in the discharge or purported discharge of its obligations under this section.

(10)    Any approved holding company which, without reasonable excuse, contravenes a

written 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.

Power of Authority to make r egulations

81ZK.—(1)  Without prejudice to section 341, the Authority may make regulations for the

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(a)

(b)

(a)

(aa)

(b)

(c)

(d)

(e)

(f)

purposes of this Part, including regulations relating to the approval of, and the requirements

applicable to, persons who establish, operate, or assist in establishing or operating approved

holding companies.

(2)  Regulations made under this section may provide —

that a contravention of any specified provision thereof shall be an offence; and

for penalties not exceeding a fine of $150,000 or imprisonment for a term not

exceeding 12 months or both for each offence and, in the case of a continuing

offence, a further penalty not exceeding a fine of 10% of the maximum fine

prescribed for that offence for every day or part thereof during which the offence

continues after conviction.

Power of Authority to issue dir ections

81ZL.—(1)  The Authority may, if it thinks it necessary or expedient —

for ensuring fair, orderly and transparent markets;

for ensuring safe and efficient trade repositories;

for ensuring safe and efficient clearing facilities;

for ensuring the integrity and stability of the capital markets or the financial system;

in the interests of the public or a section of the public or for the protection of

investors;

for the effective administration of this Act; or

for ensuring compliance with any condition or restriction as may be imposed by the

Authority under section 81W(1) or (2), 81ZA(2), 81ZE(5) or (10), 81ZF(12) or 81ZI,

or such other obligations or requirements under this Act or as may be prescribed by

the Authority,

issue directions by notice in writing either of a general or specific nature to an approved holding

company, and the approved holding company shall comply with such directions.

(2)    Any approved holding company which, without reasonable excuse, contravenes a

direction issued under subsection (1) shall be guilty of an offence and shall be liable on

conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further

fine not exceeding $15,000 for every day or part thereof during which the offence continues

after conviction.

(3)    It shall not be necessary to publish any direction issued under subsection (1) in the

Gazette.

[SIA, s 21, E (DM) A, s. 14]

Division 3 —Voluntary Transfer of Business of

Approved Holding Company

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(a)

(b)

(c)

(a)

(b)

Inter pr etation 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.

Voluntar y tr ansfer of business

81ZN.—(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 holding company) to a transferee, if —

the Authority has consented to the transfer;

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

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 —

the transferee is a fit and proper person; and

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

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(a)

(b)

(a)

(b)

(c)

(d)

(e)

(f)

specified by the Authority, any information or document that the Authority may reasonably

require for the discharge of its duties or functions, or the exercise of its powers, under this

Division.

(8)  Any person who —

without reasonable excuse, fails to comply with any requirement under subsection

(7); or

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 to furnish under subsection (7), that the 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).

Appr oval of tr ansfer

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) —

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;

the transferor shall obtain the consent of the Authority under section 81ZN(1)(a);

the transferor and the transferee shall, if they intend to serve on their respective

shareholders a summary of the transfer, obtain the Authority’s approval of the

summary;

the transferor shall, at least 15 days before the application is made but not earlier than

one month after the report referred to in paragraph (a) is lodged with the Authority,

publish in the Gazette and in such newspaper or newspapers as the Authority may

determine a notice of the transferor’s intention to make the application and containing

such other particulars as may be prescribed;

the transferor and the transferee shall keep at their respective offices in Singapore, 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 the notice

referred to in paragraph (d) in the Gazette; and

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 transfer approved by the Authority under paragraph (c).

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(a)

(b)

(a)

(b)

(a)

(b)

(c)

(d)

(e)

(f)

(a)

(b)

(c)

(3)  The Authority and any person who, in the opinion of the Court, is likely to be affected by

the transfer —

shall have the right to appear before and be heard by the Court in any proceedings

relating to the transfer; and

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.

(5)  The Court may, after taking into consideration the views, if any, of the Authority on the

transfer —

approve the transfer without modification or subject to any modification agreed to by

the transferor and the transferee; or

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:

the transfer to the transferee of the whole or any part of the business of the transferor;

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;

the continuation by (or against) the transferee of any legal proceedings pending by

(or against) the transferor;

the dissolution, without winding up, of the transferor;

the provisions to be made for persons who are affected by the transfer;

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 —

provide for the transfer of any business, whether or not the transferor otherwise has

the capacity to effect the transfer in question;

make provision in relation to any property which is held by the transferor as trustee;

and

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
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(a)

(b)

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 copy of the order with the Registrar of Companies and with the Authority; and

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.

PART IV

HOLDERS OF CAPITAL MARKETS SERVICES LICENCE

AND REPRESENTATIVES

Division 1 —Capital Markets Services Licence

Need for capital mar kets ser vices licence

82.—(1)  Subject to subsection (2) and section 99, no person shall, whether as principal or

agent, carry on business in any regulated activity or hold himself out as carrying on such

business unless he is the holder of a capital markets services licence for that regulated activity.

(2)  Subsection (1) shall not apply to any person specified in the Third Schedule.

(3)  Any person who contravenes subsection (1) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not

exceeding 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.

[SIA, s. 24 and s. 26; FTA, s. 11]

83.  [Repealed by Act 2/2009 wef 26/11/2010]

Application for gr ant of capital mar kets ser vices licence

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(a)

(b)

(c)

(d)

84.—(1)  An application for the grant of a capital markets services licence shall be made to

the Authority in such form and manner as the Authority may prescribe.

(2)  The Authority may require an applicant to furnish it with such information or documents

as the Authority considers necessary in relation to the application.

(3)  An application for the grant of a capital markets services licence shall be accompanied

by a non-refundable prescribed application fee which shall be paid in the manner specified by

the Authority.

Licence fee

85.—(1)  The holder of a capital markets services licence shall on a yearly basis on such date

as the Authority may specify pay such licence fee for each regulated activity to which the

licence relates as the Authority may prescribe.

(2)  Any licence fee paid to the Authority in respect of any regulated activity shall not be

refunded if —

the licence is revoked or suspended, or lapses during the period to which the licence

fee relates;

[Deleted by Act 2/2009 wef 26/11/2010]

the holder of a capital markets services licence ceases to carry on business in that

regulated activity during the period to which the licence fee relates; or

a prohibition order has been made against the holder of a capital markets services

licence under section 101A.

(3)  Subject to subsection (2), the Authority may, where it considers appropriate, refund the

whole or part of any licence fee paid to it.

(4)  Where the holder of a capital markets services licence fails to pay the licence fee by the

date on which such fee is due, the Authority may impose a late payment fee of a prescribed

amount for every day or part thereof that the payment is late and both fees shall be recoverable

by the Authority as a judgment debt.

[SIA, s. 28; FTA, s. 13]

Gr ant of capital mar kets ser vices licence

86.—(1)  A corporation may make an application for a capital markets services licence to

carry on business in one or more regulated activities.

(2)  In granting a capital markets services licence, the Authority shall specify the regulated

activity or activities to which the licence relates, described in such manner as the Authority

considers appropriate.

(3)    A capital markets services licence shall only be granted if the applicant meets such

minimum financial «and other requirements as the Authority may prescribe, either generally or

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(a)

(aa)

(b)

(c)

(d)

(e)

(i)

(ii)

(f)

(g)

(h)

(i)

(j)

(k)

specifically, or as are provided in the business rules of a «securities exchange, «futur es

exchange or recognised market operator.

(4)  Subject to regulations made under this «Act, where an application is made for the grant

of a capital markets services licence, the Authority may refuse the application if —

the applicant has not provided the Authority with such information or documents

relating to it or any person employed by or associated with it for the purposes of its

business, «and to any circumstances likely to affect its manner of conducting

business, as the Authority may require;

any information or document that is furnished by the applicant to the Authority is

false or misleading;

the applicant or its substantial shareholder is in the course of being wound up or

otherwise dissolved, whether in Singapore or elsewhere;

execution against the applicant or its substantial shareholder in respect of a judgment

debt has been returned unsatisfied in whole or in part;

a receiver, a receiver «and manager, judicial manager or an equivalent person has

been appointed whether in Singapore or elsewhere in relation to, or in respect of, any

property of the applicant or its substantial shareholder;

the applicant or its substantial shareholder has, whether in Singapore or elsewhere,

entered into a compromise or scheme of arrangement with its creditors, being a

compromise or scheme of arrangement that is still in operation;

the applicant or its substantial shareholder, or any officer of the applicant —

has been convicted, whether in Singapore or elsewhere, of an offence

involving fraud or dishonesty or the conviction for which involved a finding

that it or he had acted fraudulently or dishonestly; or

has been convicted of an offence under this «Act;

the Authority is not satisfied as to the educational or other qualification or experience

of the officers or employees of the applicant having regard to the nature of the duties

they are to perform in connection with the holding of the licence;

the applicant fails to satisfy the Authority that it is a fit «and proper person to be

licensed or that all of its officers, employees «and substantial shareholders are fit

«and proper persons;

the Authority has reason to believe that the applicant may not be able to «act in the

best interests of its subscribers or customers having regard to the reputation,

character, financial integrity «and reliability of the applicant or its officers,

employees or substantial shareholders;

the Authority is not satisfied as to the financial standing of the applicant or its

substantial shareholders or the manner in which the applicant’s business is to be

conducted;

the Authority is not satisfied as to the record of past performance or expertise of the

applicant having regard to the nature of the business which the applicant may carry

on in connection with the holding of the licence;

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(i)

(ii)

(l)

(m)

(n)

(o)

(a)

(b)

(c)

(d)

there are other circumstances which are likely to —

lead to the improper conduct of business by the applicant, any of its officers,

employees or substantial shareholders; or

reflect discredit on the manner of conducting the business of the applicant or

its substantial shareholders;

the Authority has reason to believe that the applicant, or any of its officers or

employees, will not perform the functions for which the applicant seeks to be

licensed, efficiently, honestly or fairly;

the Authority is of the opinion that it would be contrary to the interests of the public

to grant the licence; or

a prohibition order under section 101A has been made by the Authority, «and

remains in force, against the applicant.

(5)  Subject to subsection (6), the Authority shall not refuse an application for a grant of a

capital markets services licence without giving the applicant an opportunity to be heard.

(6)    The Authority may refuse an application for the grant of a capital markets services

licence on any of the following grounds without giving the applicant an opportunity to be heard:

the applicant is in the course of being wound up or otherwise dissolved, whether in

Singapore or elsewhere;

a receiver, a receiver «and manager or an equivalent person has been appointed,

whether in Singapore or elsewhere, in relation to or in respect of any property of the

applicant;

the applicant has been convicted, whether in Singapore or elsewhere, of an offence

involving fraud or dishonesty or the conviction for which involved a finding that it

had acted fraudulently or dishonestly;

a prohibition order under section 101A has been made by the Authority, «and

remains in force, against the applicant.

[SIA, s. 29; FTA, s. 14 «and s. 24]

87.  [Repealed by Act 2/2009 wef 26/11/2010]

87A.  [Repealed by Act 2/2009 wef 26/11/2010]

Power of Authority to impose conditions or r estrictions

88.—(1)    The Authority may grant a capital markets services licence subject to such

conditions or restrictions as it thinks fit.

(2)  The Authority may, at any time, by notice in writing to a holder of a capital markets

services licence, vary any condition or restriction or impose such further condition or restriction

as it may think fit.

[2/2009 wef 26/11/2010]

[2/2009 wef 26/11/2010]

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(a)

(b)

(a)

(b)

(3)  Any person who contravenes any condition or restriction in its licence shall be guilty of

an offence.

[SIA, s. 33; FTA, s. 15]

89.  [Repealed by Act 2/2009 wef 26/11/2010]

Variation of capital mar kets ser vices licence

90.—(1)  The Authority may, on the application of the holder of a capital markets services

licence, vary its licence by adding a regulated activity to those already specified in the licence.

(1A)  The Authority may require an applicant to supply the Authority with such information

or documents as it considers necessary in relation to the application.

(2)    An application under subsection (1) shall be accompanied by a non-refundable

prescribed application fee which shall be paid in the manner specified by the Authority.

(3)  The Authority may —

approve the application subject to such conditions or restrictions as the Authority

thinks fit; or

refuse the application on any of the grounds set out in section 86(4).

(4)   The Authority shall not refuse an application under subsection (1) without giving the

applicant an opportunity to be heard.

Deposit to be lodged in r espect of capital mar kets ser vices licence

91.—(1)    The Authority may, in granting or varying a capital markets services licence,

require the applicant to lodge with the Authority, at the time of its application and in such

manner as the Authority may determine, a deposit of such amount in cash or in such other form

as the Authority may prescribe in respect of that licence.

(2)  The Authority may prescribe the circumstances and purposes for the use of the deposit.

[SIA, s. 34]

False statements in r elation to application for gr ant or variation of capital mar kets

ser vices licence

92.  Any person who, in connection with an application for the grant or variation of a capital

markets services licence —

without reasonable excuse, makes a statement which is false or misleading in a

material particular; or

without reasonable excuse, omits to state any matter or thing without which the

application is misleading in a material respect,

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(a)

(b)

(a)

(b)

(c)

(d)

(e)

(a)

(b)

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.

[SIA, s. 31; FTA, s. 18]

Notification of change of particular s

93.—(1)  Where —

the holder of a capital markets services licence ceases to carry on business in any of

the regulated activities to which the licence relates; or

a change occurs in any matter records of which are required by section 94 to be kept

in relation to the holder,

the holder shall, not later than 14 days after the occurrence of the event, furnish particulars of

the event to the Authority in the prescribed form and manner.

(2)  Where a holder of a capital markets services licence ceases to carry on business in all the

regulated activities to which the licence relates, it shall return the licence to the Authority within

14 days of the date of the cessation.

[SIA, s. 36; FTA, s. 17]

Recor ds of holder s of capital mar kets ser vices licence

94.—(1)  The Authority shall keep in such form as it thinks fit records of holders of a capital

markets services licence setting out the following information of each holder:

its name;

the address of the principal place of business at which it carries on the business in

respect of which the licence is held;

the regulated activity or activities to which its licence relates;

where the business is carried on under a name or style other than the name of the

holder of the licence, the name or style under which the business is carried on; and

such other information as may be prescribed.

(2)  The Authority may publish the information referred to in subsection (1) or any part of it

in such manner as it considers appropriate.

Lapsing, r evocation and suspension of capital mar kets ser vices licence

95.—(1)  A capital markets services licence shall lapse —

if the holder is wound up or otherwise dissolved, whether in Singapore or elsewhere;

or

in the event of such other occurrence or in such other circumstances as may be

prescribed.

(2)  The Authority may revoke a capital markets services licence if —

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(a)

(b)

(ba)

(c)

(d)

(i)

(ii)

(da)

(e)

(ea)

(f)

(g)

(h)

(a)

(b)

(a)

there exists a ground on which the Authority may refuse an application under

section 86;

the holder of the capital markets services licence fails or ceases to carry on business

in all the regulated activities for which it was licensed;

the Authority has reason to believe that the holder has not acted in the best interests

of the holder’s subscribers or customers;

the Authority has reason to believe that the holder, or any of its officers or

employees, has not performed its or his duties efficiently, honestly or fairly;

the holder has contravened any condition or restriction applicable in respect of its

licence, any written direction issued to it by the Authority under this Act, or any

provision in this Act;

it appears to the Authority that the holder has failed to satisfy any of its obligations

under or arising from —

this Act; or

any written direction issued by the Authority under this Act;

the Authority has reason to believe that the holder is carrying on business in any

regulated activity for which it was licensed in a manner that is contrary to the

interests of the public;

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;

the holder has furnished any information or document to the Authority that is false or

misleading;

the holder fails to pay the licence fee referred to in section 85; or

a prohibition order under section 101A has been made by the Authority, and remains

in force, against the holder.

(3)  The Authority may, if it considers it desirable to do so —

suspend a capital markets services licence for a specific period instead of revoking it

under subsection (2); and

at any time extend or revoke the suspension.

(4)  Subject to subsection (5), the Authority shall not revoke or suspend a capital markets

services licence under subsection (2) or (3) without giving the holder of the licence an

opportunity to be heard.

(5)  The Authority may revoke or suspend a capital markets services licence without giving

the holder of the licence an opportunity to be heard, on any of the following grounds:

the holder is in the course of being wound up or otherwise dissolved, whether in

Singapore or elsewhere;

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(b)

(c)

(d)

(a)

(b)

(a)

(b)

(a)

(b)

(a)

(b)

a receiver, a receiver and manager or an equivalent person has been appointed,

whether in Singapore or elsewhere, for or in respect of any property of the holder;

the holder has been convicted, whether in Singapore or elsewhere, of an offence

involving fraud or dishonesty or the conviction for which involved a finding that it

had acted fraudulently or dishonestly; or

a prohibition order under section 101A has been made by the Authority, and remains

in force, against the holder.

(6)  Where the Authority has revoked or suspended a capital markets services licence, the

holder of that licence shall —

in the case of a revocation of its licence, immediately inform all its representatives by

notice in writing of such revocation, and the representatives who are so informed

shall cease to act as representatives of that holder; or

in the case of a suspension of its licence, immediately inform all its representatives

by notice in writing of such suspension, and the representatives who are so informed

shall cease to act as representatives of that holder during the period of the suspension.

(7)  Any holder of a capital markets services licence who —

performs a regulated activity while its licence has lapsed or has been revoked or

suspended; or

contravenes subsection (6),

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000

and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or

part thereof during which the offence continues after conviction.

(8)    A lapsing, revocation or suspension of a capital markets services licence shall not

operate so as to —

avoid or affect any agreement, transaction or arrangement relating to the regulated

activities entered into by the holder of the licence, whether the agreement, transaction

or arrangement was entered into before, on or after the revocation, suspension or

lapsing of the licence, as the case may be; or

affect any right, obligation or liability arising under any such agreement, transaction

or arrangement.

Appr oval of chief executive officer and dir ector of holder of capital mar kets ser vices

licence

96.—(1)  Subject to subsection (1B), no holder of a capital markets services licence shall —

appoint a person as its chief executive officer or director; or

change the nature of the appointment of a person as a director from one that is nonexecutive to one that is executive,

unless it has obtained the approval of the Authority.

(1A)  Where a holder of a capital markets services licence has obtained the approval of the

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(a)

(b)

(a)

(aa)

(i)

(ii)

(b)

Authority to appoint a person as its chief executive officer or director under subsection (1)(a),

the person may be re-appointed as chief executive officer or director, as the case may be, of the

holder immediately upon the expiry of the earlier term without the approval of the Authority.

(1B)  Subsection (1) shall not apply to the appointment of a person as a director of a foreign

company, or the change in the nature of the appointment of a person as a director of a foreign

company if, at the time of the appointment or change, the person —

does not reside in Singapore; and

is not directly responsible for its business in Singapore or any part thereof.

(2)    Without prejudice to any other matter that the Authority may consider relevant, the

Authority may, in determining whether to grant its approval under subsection (1), have regard

to such criteria as may be prescribed or as may be specified in written directions.

(3)  Subject to subsection (4), the Authority shall not refuse an application for approval under

subsection (1) without giving the holder of the capital markets services licence an opportunity

to be heard.

(4)  The Authority may refuse an application for approval under subsection (1) on any of the

following grounds without giving the holder of a capital markets services licence an opportunity

to be heard:

the person is an undischarged bankrupt, whether in Singapore or elsewhere;

a prohibition order under section 101A has been made by the Authority, and remains

in force, against the person;

the person has been convicted, whether in Singapore or elsewhere, of an offence —

involving fraud or dishonesty or the conviction for which involved a finding

that he had acted fraudulently or dishonestly; and

punishable with imprisonment for a term of 3 months or more.

(5)    Where the Authority refuses an application for approval under subsection (1), the

Authority need not give the person who was proposed to be appointed an opportunity to be

heard.

(6)  Without prejudice to the Authority’s power to impose conditions or restrictions under

section 88, the Authority may, at any time by notice in writing to the holder of a capital markets

services licence, impose on it a condition requiring it to notify the Authority of a change to any

specified attribute (such as residence and nature of appointment) of its chief executive officer or

director, and vary any such condition.

(7)  Any person who contravenes any condition imposed under subsection (6) shall be guilty

of an offence.

Removal of officer of holder of capital mar kets ser vices licence

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(a)

(b)

(A)

(B)

(C)

(i)

(ii)

(iii)

(iv)

(v)

(A)

(B)

(vi)

(a)

(b)

97.—(1)  Notwithstanding the provisions of any other written law —

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

a holder of a capital markets services licence 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 —

has been convicted, whether in Singapore or elsewhere, of an offence committed

before, on or after the date of commencement of section 9(1)(j) of the Financial

Institutions (Miscellaneous Amendments) Act 2013, being an offence —

involving fraud or dishonesty;

the conviction for which involved a finding that he had acted fraudulently or

dishonestly; or

that is specified in the Third Schedule to the Registration of Criminals Act

(Cap. 268);

is an undischarged bankrupt, whether in Singapore or elsewhere;

has had execution against him in respect of a judgment debt returned unsatisfied in

whole or in part;

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;

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

has been a director of, or directly concerned in the management of, a regulated

financial institution, whether in Singapore or elsewhere —

which is being or has been wound up by a court; or

the approval, authorisation, designation, recognition, registration or licence

of which has been withdrawn, cancelled or revoked by the Authority or, in

the case of a regulated financial institution in a foreign country or territory,

by the regulatory authority in that foreign country or territory.

(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 —

has wilfully contravened or wilfully caused the holder to contravene any provision of

this Act;

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

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(c)

(a)

(b)

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.

(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 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.

(4)  [Deleted by Act 10 of 2013 wef 18/04/2013]

(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.

(6)  No criminal or civil liability shall be incurred by —

a holder of a capital markets services licence; or

any person acting on behalf of the holder of a capital markets services licence,

in respect of anything done (including any statement made) or omitted to be done with

reasonable care and in good faith in the discharge or purported discharge of its obligations

under this section.

(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 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.

Contr ol of take-over of holder of capital mar kets ser vices licence

97A.—(1)  This section applies to all individuals whether resident in Singapore or not and

whether citizens of Singapore or not, and to all bodies corporate or unincorporate, whether

incorporated or carrying on business in Singapore or not.

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(a)

(b)

(c)

(a)

(b)

(i)

(ii)

(iii)

(iv)

(a)

(i)

(ii)

(b)

(2)  No person shall enter into any arrangement in relation to shares in the holder of a capital

markets services licence that is a company by virtue of which he would, if the arrangement is

carried out, obtain effective control of the holder, unless he has obtained the prior approval of

the Authority to his entering into the arrangement.

(3)    An application for the Authority’s approval under subsection (2) shall be made in

writing, and the Authority may approve the application if the Authority is satisfied that —

the applicant is a fit and proper person to have effective control of the holder of the

capital markets services licence;

having regard to the applicant’s likely influence, the holder of a capital markets

services licence is likely to continue to conduct its business prudently and comply

with the provisions of this Act and directions made thereunder; and

the applicant satisfies such other criteria as may be prescribed or as may be specified

in written directions by the Authority.

(4)    Any approval under subsection (3) may be granted to the applicant subject to such

conditions as the Authority may determine, including any condition —

restricting his disposal or further acquisition of shares or voting power in the holder

of a capital markets services licence; or

restricting his exercise of voting power in the holder of a capital markets services

licence,

and the applicant shall comply with such conditions.

(5)    Any condition imposed under subsection (4) shall have effect notwithstanding any

provision of the Companies Act (Cap. 50) or anything contained in the memorandum or articles

of association of the holder of a capital markets services licence.

(6)  For the purposes of this section and section 97B —

a reference to a person entering into an arrangement in relation to shares includes —

entering into an agreement or any formal or informal scheme, arrangement or

understanding, to acquire those shares;

making or publishing a statement, however expressed, that expressly or

impliedly invites the holder of those shares to offer to dispose of his shares to

the first person;

the first person obtaining a right to acquire shares under an option, or to have

shares transferred to himself or to his order, whether the right is exercisable

presently or in the future and whether on fulfilment of a condition or not; and

becoming a trustee of a trust in respect of those shares;

a person shall be regarded as obtaining effective control of the holder of a capital

markets services licence by virtue of an arrangement if the person alone or acting

together with any connected person would, if the arrangement is carried out —

acquire or hold, directly or indirectly, 20% or more of the issued share

capital of the holder; or

control, directly or indirectly, 20% or more of the voting power in the holder;
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(c)

(a)

(b)

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(a)

(b)

(c)

and

a reference to the voting power in the holder of a capital markets services licence is a

reference to the total number of votes that may be cast in a general meeting of the

holder.

(7)  Any person who contravenes subsection (2) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not

exceeding 3 years or to both.

Objection to contr ol of holder of capital mar kets ser vices licence

97B.—(1)  The Authority may serve a written notice of objection on —

any person required to obtain the Authority’s approval or who has obtained the

approval under section 97A; or

any person who, whether before, on or after the date of commencement of this

section, either alone or together with any connected person, holds, directly or

indirectly, 20% or more of the issued share capital of the holder of a capital markets

services licence or controls, directly or indirectly, 20% or more of the voting power

in the holder,

if the Authority is satisfied that —

any condition of approval imposed on the person under section 97A(4) has not been

complied with;

the person is not or ceases to be a fit and proper person to have effective control of

the holder of the capital markets services licence;

having regard to the likely influence of the person, the holder of a capital markets

services licence is not able to or is no longer likely to conduct its business prudently

or to comply with the provisions of this Act or any direction made thereunder;

the person does not or ceases to satisfy such criteria as may be prescribed;

the person has furnished false or misleading information or documents in connection

with an application under section 97A; or

the Authority would not have granted its approval under section 97A had it been

aware, at that time, of circumstances relevant to the person’s application for such

approval.

(2)   The Authority shall not serve a notice of objection on any person without giving the

person an opportunity to be heard, except in the following circumstances:

the person is in the course of being wound up or otherwise dissolved or, in the case of

an individual, is an undischarged bankrupt whether in Singapore or elsewhere;

a receiver, a receiver and manager, a judicial manager or an equivalent person has

been appointed, whether in Singapore or elsewhere, in relation to or in respect of any

property of the person;

a prohibition order under section 101A has been made by the Authority, and remains

in force, against the person;

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(d)

(a)

(b)

(a)

(b)

the person has been convicted, whether in Singapore or elsewhere, of any offence

involving fraud or dishonesty or the conviction for which involved a finding that the

person had acted fraudulently or dishonestly.

(3)    The Authority shall, in any written notice of objection, specify a reasonable period

within which the person to be served the written notice of objection shall —

take such steps as are necessary to ensure that he ceases to be a party to the

arrangement described in section 97A(2) or ceases to have control of a holder of a

capital markets services licence in the manner described in subsection (1)(b); or

comply with such other requirements as the Authority may specify in written

directions.

(4)  Any person served with a notice of objection under this section shall comply with the

notice.

(5)  Any person who contravenes subsection (4) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not

exceeding 3 years or to both.

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.

Inter pr etation 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

—

which the Authority has assumed control of under section 97E; or

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.

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(a)

(b)

(i)

(ii)

(iii)

(iv)

(c)

(d)

(a)

(b)

(c)

(a)

(b)

Action by Authority if holder of capital mar kets ser vices 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 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;

a holder of a capital markets services licence becomes unable to meet its obligations,

or is insolvent, or suspends payments;

the Authority is of the opinion that a holder of a capital markets services licence —

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;

is or is likely to become insolvent, or is or is likely to become unable to meet

its obligations, or is about to suspend payments;

has contravened any of the provisions of this Act; or

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

the Authority considers it in the public interest to do so.

(2)  Subject to subsections (1) and (3), the Authority may —

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;

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 services licence on

the proper management of such of the business of the holder as the Authority may

determine; or

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 —

the business or affairs of the holder carried on in, or managed in or from, Singapore;

or

the property of the holder located in Singapore, or reflected in the books of the holder

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 holder of a

capital markets services licence, the Authority shall specify, in the terms and conditions of the
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(a)

(b)

(c)

(a)

(b)

(c)

(a)

(b)

(c)

(a)

(b)

(a)

(b)

appointment, which of the duties, functions and powers of the statutory manager —

may be discharged or exercised by such persons jointly and severally;

shall be discharged or exercised by such persons jointly; and

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:

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;

further exercise any of the powers under subsection (2);

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 —

the exercise or purported exercise of any power under this Act;

the performance or purported performance of any function or duty under this Act; or

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 contr ol 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 —

shall manage the relevant business of the holder in the name of and on behalf of the

holder; and

shall be deemed to be an agent of the holder.

(3)  In managing the relevant business of a holder of a capital markets services licence, the

Authority or statutory manager —

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

shall have all the duties, powers and functions of the members of the board of

directors of the holder (collectively and individually) under this Act, the Companies

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(a)

(b)

(a)

(b)

(i)

(ii)

(a)

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), 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 —

the act or purported act of the person shall be invalid and of no effect; and

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 —

the act or purported act of the person shall be invalid and of no effect; and

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 —

if there is any conflict or inconsistency between —

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

a direction or decision given by any chief executive officer, director,

member, executive officer, employee, agent or office holder, or the board of

directors, of the holder,
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(b)

(a)

(b)

(i)

(ii)

(a)

(b)

(a)

(b)

(c)

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 subparagraph (ii); and

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.

Dur ation of contr ol

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 —

the reasons for the Authority’s assumption of control of the relevant business have

ceased to exist; or

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 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 —

if the Authority is satisfied that —

the reasons for the appointment have ceased to exist; or

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

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 —

the Authority’s assumption of control of the relevant business of a holder of a capital

markets services licence;

the cessation of the Authority’s control of the relevant business of a holder of a

capital markets services licence;

the appointment of a statutory manager in relation to the relevant business of a holder

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(d)

(a)

(b)

(a)

(b)

(a)

(b)

of a capital markets services licence; and

the revocation of a statutory manager’s appointment in relation to the relevant

business of a holder of a capital markets services licence.

Responsibilities of officer s, member, etc., of holder of capital mar kets ser vices 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 —

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 the holder which 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

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 —

without reasonable excuse, fails to comply with subsection (1)(b); or

in purported compliance with subsection (1)(b), knowingly or recklessly furnishes

any information or document that is false or misleading in a material particular,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or

to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing

offence, to a further fine not exceeding $5,000 for every day or part thereof during which the

offence continues after conviction.

Remuner ation and expenses of Authority and other s 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 —

to a statutory manager or statutory adviser appointed in relation to the holder,

whether or not the appointment has been revoked; and

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 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 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.

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(a)

(b)

(c)

(d)

(e)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

Appeals

98.—(1)  Subject to subsection (2), any person who is aggrieved by —

the refusal of the Authority to grant or vary a capital markets services licence;

the revocation or suspension of a capital markets services licence by the Authority;

[Deleted by Act 2/2009 wef 26/11/2010]

the refusal of the Authority to grant an approval to a holder of a capital markets

services licence to appoint a person as its chief executive officer or director; or

the direction of the Authority to a holder of a capital markets services licence to

remove an officer from office or employment,

may within 30 days after it is notified of the decision of the Authority, appeal to the Minister

whose decision shall be final.

(2)  An appeal under subsection (1)(d) or (e) may only be made by the holder of a capital

markets services licence.

[SIA, s. 39; FTA, s. 23]

Exemptions fr om r equir ement to hold capital mar kets ser vices licence

99.—(1)    The following persons shall be exempted in respect of the following regulated

activities from the requirement to hold a capital markets services licence to carry on business in

such regulated activities:

any bank licensed under the Banking «Act (Cap. 19) in respect of any regulated

activity;

any merchant bank approved as a financial institution under the Monetary Authority

of Singapore «Act (Cap. 186) in respect of any regulated activity which it is

approved to carry out under that «Act;

any finance company licensed under the Finance Companies «Act (Cap. 108) in

respect of any regulated activity that is not prohibited by that «Act or for which an

exemption from section 25(2) of that «Act has been granted;

any company or co-operative society licensed under the Insurance «Act (Cap. 142) in

respect of fund management for the purpose of carrying out insurance business;

[Deleted by «Act 1/2005]

any «securities exchange, «futur es exchange, recognised market operator or

approved holding company in respect of any regulated activity that is solely

incidental to its operation of a «securities market or «futur es market or to its

performance as an approved holding company, as the case may be;

any approved clearing house or recognised clearing house in respect of any regulated

activity that is solely incidental to its operation of a clearing facility; «and

such other person or class of persons in respect of any regulated activity as may be

exempted by the Authority.

[2/2009 wef 26/11/2010]

[2/2009 wef 26/11/2010]

[«Act 11 of 2013 wef 18/04/2013]

[«Act 34 of 2012 wef 01/08/2013]
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(a)

(aa)

(b)

(c)

(a)

(b)

(2)  [Deleted by «Act 1/2005]

(3)  [Deleted by «Act 1/2005]

(4)   The Authority may by regulations or by notice in writing impose such conditions or

restrictions on an exempt person or its representative in relation to the conduct of the regulated

activity or any related matter as the Authority thinks fit «and the exempt person or its

representative, as the case may be, shall comply with such conditions or restrictions.

(5)    Any exempt person or representative of an exempt person, who contravenes any

condition or restriction imposed under subsection (4) 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.

(6)  The Authority may withdraw an exemption granted to any person under this section —

if it contravenes any provision of this «Act which is applicable to it or any condition

or restriction imposed on it under subsection (4);

if it fails to pay the annual fee referred to in section 99A;

if it contravenes any direction issued to it under section 101(1); or

if the Authority considers that it is carrying on business in a manner that is, in the

opinion of the Authority, contrary to the public interest.

(7)  Where the Authority withdraws an exemption granted to any person under this section,

the Authority need not give the person an opportunity to be heard.

(8)    A withdrawal under subsection (6) of an exemption granted to any person shall not

operate so as to —

avoid or affect any agreement, transaction or arrangement relating to the regulated

activities entered into by the person, whether the agreement, transaction or

arrangement was entered into before or after, the withdrawal of the exemption; or

affect any right, obligation or liability arising under any such agreement, transaction

or arrangement.

(9)  A person that is aggrieved by a decision of the Authority made under subsection (6) may,

within 30 days after it is notified of the decision of the Authority, appeal to the Minister whose

decision shall be final.

Annual fees payable by exempt per son and certain r epr esentatives

99A.—(1)    Every exempt person and every representative of a person exempted under

section 99(1)(f), (g) or (h) shall pay to the Authority such annual fee in respect of each regulated

activity as may be prescribed and in such manner and on such date as may be specified by the

Authority.

(2)  Any annual fee paid by an exempt person or a representative of a person exempted under

[16/2003; 1/2005]

[1/2005]

[2/2009 wef 26/11/2010]

[2/2009 wef 26/11/2010]

[1/2005]
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(i)

(ii)

(iii)

(a)

(i)

(ia)

(ii)

(b)

section 99(1)(f), (g) or (h) to the Authority in respect of any regulated activity shall not be

refunded or remitted if —

in the case of the exempt person —

its exemption is withdrawn;

it fails or ceases to carry on business in that regulated activity; or

a prohibition order has been made against it under section 101A,

during the period to which the annual fee relates; and

in the case of a representative of a person exempted under section 99(1)(f), (g) or

(h) —

the exemption of the exempt person is withdrawn;

a prohibition order has been made against him under section 101A; or

he fails or ceases to act as a representative in respect of that regulated

activity,

during the period to which the annual fee relates.

(3)  Subject to subsection (2), the Authority may, where it considers appropriate, refund or

remit the whole or part of any annual fee paid or payable to it.

(4)  Where an exempt person or a representative of a person exempted under section 99(1)(f),

(g) or (h) fails to pay the fee by the date on which such fee is due, the Authority may impose a

late payment fee of a prescribed amount for every day or part thereof that the payment is late

and both fees shall be recoverable by the Authority as a judgment debt.

Division 1A—Voluntary Transfer of Business of

Holder of Capital Markets Services Licence

Inter pr etation 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

[2/2009 wef 26/11/2010]

[2/2009 wef 26/11/2010]

[2/2009 wef 26/11/2010]

[2/2009 wef 26/11/2010]

[1/2005]

[1/2005]

[2/2009 wef 26/11/2010]
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(a)

(b)

(c)

(a)

(b)

(a)

(b)

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.

Voluntar y tr ansfer 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 —

the Authority has consented to the transfer;

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

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 —

the transferee is a fit and proper person; and

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 Authority, any information or document that the Authority may reasonably

require for the discharge of its duties or functions, or the exercise of its powers, under this

Division.

(8)  Any person who —

without reasonable excuse, fails to comply with any requirement under subsection

(7); or

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

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(a)

(b)

(c)

(d)

(e)

(f)

(a)

(b)

(a)

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 to furnish under subsection (7), that the 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).

Appr oval of tr ansfer

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) —

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;

the transferor shall obtain the consent of the Authority under section 99AB(1)(a);

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 transferor shall, at least 15 days before the application is made but not earlier than

one month after the report referred to in paragraph (a) is lodged with the Authority,

publish in the Gazette and in such newspaper or newspapers as the Authority may

determine a notice of the transferor’s intention to make the application and containing

such other particulars as may be prescribed;

the transferor and the transferee shall keep at their respective offices in Singapore, 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 the notice

referred to in paragraph (d) in the Gazette; and

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 transfer approved by the Authority under paragraph (c).

(3)  The Authority and any person who, in the opinion of the Court, is likely to be affected by

the transfer —

shall have the right to appear before and be heard by the Court in any proceedings

relating to the transfer; and

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.

(5)  The Court may, after taking into consideration the views, if any, of the Authority on the

transfer —

approve the transfer without modification or subject to any modification agreed to by

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(b)

(a)

(b)

(c)

(d)

(e)

(f)

(a)

(b)

(c)

(a)

the transferor and the transferee; or

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:

the transfer to the transferee of the whole or any part of the business of the transferor;

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;

the continuation by (or against) the transferee of any legal proceedings pending by

(or against) the transferor;

the dissolution, without winding up, of the transferor;

the provisions to be made for persons who are affected by the transfer;

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 —

provide for the transfer of any business, whether or not the transferor otherwise has

the capacity to effect the transfer in question;

make provision in relation to any property which is held by the transferor as trustee;

and

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 copy of the order with the Registrar of Companies and with the Authority; and
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(b)

(a)

(b)

(c)

(i)

(ii)

(d)

(a)

(i)

(ii)

(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.

Division 2 —Representatives

Acting as r epr esentative

99B.—(1)  No person shall act as a representative in respect of any type of regulated activity

or hold himself out as doing so, unless he is —

an appointed representative in respect of that type of regulated activity;

a provisional representative in respect of that type of regulated activity;

a temporary representative in respect of that type of regulated activity; or

a representative of an exempt person under section 99(1)(f), (g) or (h), in so far as —

the type and scope of the regulated activity carried out by the first-mentioned

person are within the type and scope of, or are the same as, that carried out

by the exempt person (in his capacity as an exempt person); and

the manner in which the first-mentioned person carries out that type of

regulated activity is the same as the manner in which the exempt person (in

his capacity as an exempt person) carries out that type of regulated activity.

(2)  The Authority may exempt any person or class of persons from subsection (1), subject to

such conditions or restrictions as may be imposed by the Authority.

(3)  A principal shall not permit any individual to carry on business in any type of regulated

activity on its behalf unless —

the individual is an appointed representative, provisional representative or temporary

representative in respect of that type of regulated activity; or

the principal is an exempt person under section 99(1)(f), (g) or (h) and —

the type and scope of the regulated activity carried out by the individual are

within the type and scope of, or are the same as, that carried out by the

exempt person (in his capacity as an exempt person); and

the manner in which the individual carries out that type of regulated activity

is the same as the manner in which the exempt person (in his capacity as an

exempt person) carries out that type of regulated activity.

(4)  Any person who contravenes subsection (1) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not

exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not

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(a)

(b)

(c)

(d)

(e)

(f)

(a)

(b)

(c)

(d)

exceeding $5,000 for every day or part thereof during which the offence continues after

conviction.

(5)  Any person who contravenes subsection (3) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $150,000 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.

Recor ds and public r egister of r epr esentatives

99C.—(1)  The Authority shall keep in such form as it thinks fit records of the following

information of each appointed representative, provisional representative and temporary

representative:

his name;

the name of his current principal and every past principal (if any);

the current and past types of regulated activities performed by him and the date of

commencement and cessation (if any) of his performance of such activities;

where the business of the principal for which he acts is carried on under a name or

style other than the name of the principal, the name or style under which the business

is carried on;

disciplinary proceedings or other action taken by the Authority against him and

published under section 322;

such other information as may be prescribed.

(2)  The information referred to in subsection (1) need only be kept for such period of time as

the Authority considers appropriate.

(3)   The Authority may reproduce the records referred to in subsection (1) or any part of

them in a public register of representatives which shall be published in such manner as it

considers appropriate.

Appointed r epr esentative

99D.—(1)  For the purposes of this Act, an appointed representative in respect of a type of

regulated activity is an individual —

who satisfies such entry and examination requirements as may be specified by the

Authority for that type of regulated activity, the fact of which has been notified to the

Authority either in the document lodged under section 99H(1), or (if applicable)

under section 99E(5) within the time prescribed under that provision;

whose name is entered in the public register of representatives as an appointed

representative;

whose status as an appointed representative has not currently been revoked or

suspended and who has not currently been prohibited by the Authority from carrying

on business in that type of regulated activity;

whose entry in the public register of representatives indicates that he is appointed to

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(i)

(ii)

(e)

(a)

(b)

(c)

(d)

(e)

(a)

(b)

(a)

carry on business in that type of regulated activity and does not indicate that he has

ceased to be so; and

whose principal —

is licensed to carry on business in that type of regulated activity; or

carries on business in that type of regulated activity in its capacity as a

person exempted from the requirement to hold a capital markets services

licence under section 99(1)(a), (b), (c) or (d).

(2)  For the purpose of subsection (1)(a), the Authority shall, by direction published in such

manner as may be prescribed, specify the examination requirements for each type of regulated

activity.

(3)  The Authority may require the principal or individual to furnish it with such information

or documents as the Authority considers necessary in relation to the proposed appointment of

the individual as an appointed representative, and the principal or individual, as the case may

be, shall comply with such a request.

(4)   An individual shall cease to be an appointed representative in respect of any type of

regulated activity on the date —

he ceases to be the principal’s representative or to carry out that type of regulated

activity for that principal, the fact of which has been notified to the Authority under

subsection (8);

his principal ceases to carry on business in that type of regulated activity;

the licence of his principal is revoked or lapses or a prohibition order under

section 101A is made against his principal prohibiting it from carrying out that type

of regulated activity;

the individual dies; or

of the occurrence of such other circumstances as the Authority may prescribe.

(5)   An individual shall not be treated as an appointed representative during the period in

which the licence of his principal is suspended.

(6)    Nothing in subsection (4) or (5) prevents the individual from being treated as an

appointed representative in respect of that type of regulated activity if he becomes a

representative of a new principal in respect of that type of regulated activity and subsection (1)

is complied with.

(7)  Subsections (4) and (5) shall not operate so as to —

avoid or affect any agreement, transaction or arrangement relating to that type of

regulated activity entered into by that individual, whether the agreement, transaction

or arrangement was entered into before, on or after the cessation or date of

suspension; or

affect any right, obligation or liability arising under any such agreement, transaction

or arrangement.

(8)  A principal shall, no later than the next business day after the day —

an individual ceases to be his representative; or
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(b)

(a)

(b)

(c)

(d)

(e)

(i)

(ii)

(f)

(g)

(h)

(a)

(b)

(c)

an individual who is his representative ceases to carry on business in any type of

regulated activity which he is appointed to carry on business in,

furnish particulars of such cessation to the Authority, in the prescribed form and manner.

Pr ovisional r epr esentative

99E.—(1)  For the purposes of this Act, a provisional representative in respect of a type of

regulated activity is an individual —

who satisfies such entry requirements as may be specified by the Authority for that

type of regulated activity;

who intends to undergo an examination in order to satisfy the examination

requirements specified by the Authority under section 99D(2) for that type of

regulated activity, the fact of which has been notified to the Authority in the

document lodged under section 99H(1);

whose name is entered in the public register of representatives as a provisional

representative;

whose status as a provisional representative has not currently been revoked or

suspended and who has not currently been prohibited by the Authority from carrying

on business in that type of regulated activity;

whose entry in the public register of representatives indicates that he is appointed to

carry on business in that type of regulated activity and does not indicate that he has

ceased to be so;

whose principal —

is licensed to carry on business in that type of regulated activity; or

carries on business in that type of regulated activity in its capacity as a

person exempted from the requirement to hold a capital markets services

licence under section 99(1)(a), (b), (c) or (d);

who has not previously been appointed as a provisional representative by the

Authority; and

who is not, by virtue of any circumstances prescribed by the Authority, disqualified

from acting as a provisional representative.

(2)    An individual shall only be a provisional representative in respect of any type of

regulated activity for such period of time as the Authority may specify against his name in the

public register of representatives.

(3)    A provisional representative in respect of any type of regulated activity shall

immediately cease to be one —

upon the expiry of the period of time specified by the Authority under subsection (2);

if he fails to comply with any condition or restriction imposed on him under

section 99N;

upon his principal informing the Authority of the satisfaction of the examination

requirements specified for that or any other type of regulated activity under

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(d)

(a)

(b)

(a)

(b)

(c)

(d)

(i)

(ii)

(e)

(f)

(a)

subsection (5); or

on the occurrence of such other circumstances as the Authority may prescribe.

(4)  Section 99D(3) to (8) (other than subsection (4)(e) thereof) shall apply to a provisional

representative —

as if the reference in section 99D(6) to section 99D(1) were a reference to

subsection (1); and

with such other modifications and adaptations as the differences between provisional

representatives and appointed representatives require.

(5)  Where a provisional representative in respect of a type of regulated activity has satisfied

the examination requirements specified for that type of regulated activity, his principal shall

inform the Authority of that fact in the prescribed form and manner and within the prescribed

time.

Tempor ar y r epr esentative

99F.—(1)  For the purposes of this Act, a temporary representative in respect of a type of

regulated activity is an individual —

who satisfies such entry requirements as may be specified by the Authority for that

type of regulated activity;

whose name is entered in the public register of representatives as a temporary

representative;

whose status as a temporary representative has not currently been revoked or

suspended and who has not currently been prohibited by the Authority from carrying

on business in that type of regulated activity;

whose entry in the public register of representatives indicates that he is appointed to

carry on business in that type of regulated activity and does not indicate that he has

ceased to be so;

whose principal —

is licensed to carry on business in that type of regulated activity; or

carries on business in that type of regulated activity in its capacity as a

person exempted from the requirement to hold a capital markets services

licence under section 99(1)(a), (b), (c) or (d); and

who is not, by virtue of any circumstances prescribed by the Authority, disqualified

from acting as a temporary representative.

(2)  An individual shall only be a temporary representative in respect of any type of regulated

activity for such period of time as the Authority may specify against his name in the public

register of representatives.

(3)  A temporary representative in respect of any type of regulated activity shall immediately

cease to be one —

upon the expiry of the period of time specified by the Authority under subsection (2);

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(b)

(c)

(a)

(b)

(a)

(b)

(c)

(a)

(b)

if he fails to comply with any condition or restriction imposed on him under

section 99N; or

on the occurrence of such other circumstances as the Authority may prescribe.

(4)  Section 99D(3) to (8) (other than subsection (4)(e) thereof) shall apply to a temporary

representative —

as if the reference in section 99D(6) to section 99D(1) were a reference to

subsection (1); and

with such other modifications and adaptations as the differences between temporary

representatives and appointed representatives require.

Offences

99G.—(1)    Any person who contravenes section 99D(3), 99E(4) (in relation to the

application of section 99D(3) to a provisional representative) or 99F(4) (in relation to the

application of section 99D(3) to a temporary representative) shall be guilty of an offence and

shall be liable on conviction to a fine not exceeding $50,000.

(2)  Any person who contravenes section 99D(8), 99E(4) (in relation to the application of

section 99D(8) to a provisional representative), 99F(4) (in relation to the application of

section 99D(8) to a temporary representative) or 99H(5) shall be guilty of an offence and shall

be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing

offence, to a further fine not exceeding $15,000 for every day or part thereof during which the

offence continues after conviction.

Lodgment of documents

99H.—(1)  A principal who desires to appoint an individual as an appointed, provisional or

temporary representative in respect of any type of regulated activity shall lodge the following

documents with the Authority in such form and manner as the Authority may prescribe:

a notice of intent by the principal to appoint the individual as an appointed,

provisional or temporary representative in respect of that type of regulated activity;

a certificate by the principal that the individual is a fit and proper person to be an

appointed, provisional or temporary representative in respect of that type of regulated

activity; and

in the case of a provisional or temporary representative, an undertaking by the

principal to undertake such responsibilities in relation to the representative as may be

prescribed.

(1A)  Subsection (1) shall not apply to a principal who desires to appoint, as an appointed

representative in respect of any type of regulated activity, an individual who is a provisional

representative in respect of that type of regulated activity, if —

that individual has satisfied the examination requirements specified for that type of

regulated activity; and

the principal has informed the Authority of that fact in the prescribed form and

manner under section 99E(5).

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(2)   Subject to section 99M, the Authority shall, upon receipt of the documents lodged in

accordance with subsection (1), enter in the public register of representatives the name of the

representative, whether he is an appointed, provisional or temporary representative, the type of

regulated activity which he may carry on business in, and such other particulars as the Authority

considers appropriate.

(3)  The Authority may refuse to enter in the public register of representatives the particulars

referred to in subsection (2) of the representative if the fee referred to in section 99K(1) or (4)

(if applicable) is not paid.

(4)  A principal who submits a certificate under subsection (1)(b) shall keep, in such form

and manner and for such period as the Authority may prescribe, copies of all information and

documents which the principal relied on in giving the certificate.

(5)   Where a change occurs in any particulars of the appointed, provisional or temporary

representative in any document required to be furnished to the Authority under subsection (1),

the principal shall, no later than 14 days after the occurrence of such change, furnish particulars

of such change to the Authority, in the prescribed form and manner.

Exemption

99I.—(1)    The Authority may exempt any person or class of persons from any of the

requirements of sections 99D to 99H.

(2)  Such exemption is subject to such conditions or restrictions as may be imposed by the

Authority.

Repr esentative to act for only one principal

99J.—(1)    Unless otherwise approved by the Authority in writing, no appointed

representative, temporary representative or provisional representative shall at any one time be a

representative of more than one principal.

(2)  Notwithstanding subsection (1), an appointed representative may be a representative of

more than one principal if the principals are related corporations.

(3)  The Authority may require an applicant for approval under subsection (1) to furnish it

with such information or documents as the Authority considers necessary in relation to the

application.

(4)  Any person who contravenes subsection (1) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not

exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not

exceeding $5,000 for every day or part thereof during which the offence continues after

conviction.

Lodgment and fees

99K.—(1)  An individual shall, by the prescribed time, pay to the Authority such fee as may

be prescribed by the Authority for the lodgment of documents under section 99H by his

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principal in relation to his appointment as an appointed, provisional or temporary

representative.

(2)  An individual who is an appointed or provisional representative in respect of any type of

regulated activity shall, by the prescribed time each year, pay such annual fee as may be

prescribed by the Authority in relation to the retention of his name, in the public register of

representatives, as an appointed or provisional representative in respect of that type of regulated

activity.

(3)  An individual who is a temporary representative shall, by the prescribed time, pay such

fee as may be prescribed by the Authority in relation to the retention of his name in the public

register of representatives as a temporary representative.

(4)    A representative shall pay such fee as may be prescribed by the Authority for any

resubmission of a form or change in the particulars of a form lodged with the Authority in

relation to his appointment as an appointed, provisional or temporary representative.

(5)  Unless otherwise prescribed by the Authority, any fee paid to the Authority under this

section shall not be refunded.

(6)  Where the representative fails to pay the fee referred to in subsection (1), (2) or (3) by

the date on which such fee is due, the Authority may impose a late payment fee of a prescribed

amount for every day or part thereof that the payment is late and both fees shall be recoverable

by the Authority as a judgment debt.

(7)  The fees referred to in this section shall be paid in the manner specified by the Authority.

Additional r egulated activity

99L.—(1)  The principal of an appointed representative may at any time lodge a notice with

the Authority of its intention to appoint the representative as an appointed representative in

respect of a type of regulated activity in addition to that indicated against the representative’s

name in the public register of representatives.

(2)  The notification shall be lodged in such form and manner as may be prescribed and shall

be accompanied by a certificate by the principal that the representative is a fit and proper person

to be a representative in respect of the additional type of regulated activity.

(3)  Subject to section 99M, the Authority shall, upon receipt of the notification, enter in the

public register of representatives the additional type of regulated activity as one which the

representative may carry on business in as a representative.

(4)  The Authority may, before entering in the public register of representatives the matter set

out in subsection (3), require the principal or representative to furnish it with such information

or documents as the Authority considers necessary.

(5)  A notification under subsection (1) shall be accompanied by a non-refundable prescribed

fee which shall be paid in the manner specified by the Authority.

Power of Authority to r efuse entr y or r evoke or suspend status of appointed, pr ovisional

or tempor ar y r epr esentative

99M.—(1)  Subject to regulations made under this Act, the Authority may refuse to enter the

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(a)

(b)

(c)

(d)

(e)

(i)

(ii)

(f)

(i)

(ii)

(iii)

(iv)

(g)

(i)

(h)

name and other particulars of an individual in the public register of representatives, refuse to

enter an additional type of regulated activity for an appointed representative in that register, or

revoke the status of an individual as an appointed, provisional or temporary representative if —

being an appointed, provisional or temporary representative, he fails or ceases to act

as a representative in respect of all of the types of regulated activities that were

notified to the Authority as activities which he is appointed to carry on business in as

a representative;

he or his principal has not provided the Authority with such information or

documents as the Authority may require;

he is an undischarged bankrupt, whether in Singapore or elsewhere;

execution against him in respect of a judgment debt has been returned unsatisfied in

whole or in part;

he 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;

he —

has been convicted, whether in Singapore or elsewhere, of an offence

involving fraud or dishonesty or the conviction for which involved a finding

that he had acted fraudulently or dishonestly; or

has been convicted of an offence under this Act;

in the case of the proposed appointment of an appointed, provisional or temporary

representative in respect of a type of regulated activity, or of an application to enter

an additional type of regulated activity for an appointed representative in the

register —

the Authority is not satisfied as to his educational or other qualification or

experience having regard to the nature of the duties he is to perform in

relation to that type of regulated activity;

he or his principal fails to satisfy the Authority that he is a fit and proper

person to be an appointed, provisional or temporary representative or to carry

on business in that type of regulated activity;

the Authority is not satisfied as to his record of past performance or expertise

having regard to the nature of the duties which he is to perform in relation to

that type of regulated activity;

the Authority has reason to believe that he will not carry on business in that

type of regulated activity efficiently, honestly or fairly;

in the case of the revocation of the status of an individual as an appointed, provisional

or temporary representative —

he or his principal fails to satisfy the Authority, pursuant to a requirement

imposed by the Authority as a condition for him to be an appointed,

provisional or temporary representative, under section 99N or by regulations

(as the case may be), that he remains a fit and proper person to be an
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(A)

(B)

(ii)

(iii)

(iv)

(i)

(j)

(k)

(l)

(m)

(n)

(o)

(i)

(oa)

appointed, provisional or temporary representative or to carry on business in

the type of regulated activity for which he is appointed;

the Authority is not satisfied with —

his educational or other qualification or experience (being

qualification or experience not known to the Authority at the time

his name and particulars are entered in the public register of

representatives); or

his record of past performance or expertise,

having regard to the nature of his duties as an appointed, provisional or

temporary representative;

the Authority has reason to believe that he will not carry, or has not carried,

on business in the type of regulated activity for which he is appointed

efficiently, honestly or fairly; or

the Authority has reason to believe that he has not acted in the best interests

of the subscribers or customers of his principal;

the Authority has reason to believe that he may not be able to act in the best interests

of the subscribers or customers of his principal, having regard to his reputation,

character, financial integrity and reliability;

the Authority is not satisfied as to his financial standing;

there are other circumstances which are likely to lead to the improper conduct of

business by, or reflect discredit on the manner of conducting the business of, the

individual or any person employed by or associated with him for the purpose of his

business;

the individual is in arrears of the payment of such contributions on his own behalf to

the Central Provident Fund as are required under the Central Provident Fund Act

(Cap. 36);

the Authority is of the opinion that it would be contrary to the interests of the public

to enter the individual’s name in the public register of representatives or allow him to

continue carrying on business as an appointed, provisional or temporary

representative or to carry on business in that additional type of regulated activity, as

the case may be;

the Authority has reason to believe that any information or document that is furnished

by him or his principal to the Authority is false or misleading;

he has contravened any provision of this Act applicable to him, any condition or

restriction imposed on him under this Act or any direction issued to him by the

Authority under this Act;

it appears to the Authority that he has failed to satisfy any of his obligations under or

arising from —

this Act; or

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(ii)

(p)

(q)

(r)

(i)

(ii)

(iii)

(s)

(i)

(ii)

(iii)

(t)

(a)

(i)

(ii)

(b)

any written direction issued by the Authority under this Act;

a prohibition order under section 101A has been made by the Authority, and remains

in force, against him;

the licence of his principal is revoked;

the individual fails to pay any fee referred to in section 99K;

in the case of the proposed appointment of a temporary representative in respect of a

type of regulated activity —

he is not licensed, authorised or otherwise regulated as a representative in

relation to a comparable type of regulated activity in a foreign jurisdiction;

the Authority is not satisfied that the laws and practices of the jurisdiction

under which the individual is so licensed, authorised or regulated provide

protection to investors comparable to that applicable to an appointed

representative under this Act; or

the period of his proposed appointment, together with the period of any past

appointment (or part thereof) that falls within a prescribed period before the

date of expiry of his proposed appointment, exceeds the permitted period

prescribed by the Authority; or

in the case of the proposed appointment of a provisional representative in respect of a

type of regulated activity —

he is not or was not previously licensed, authorised or otherwise regulated as

a representative in relation to a comparable type of regulated activity in a

foreign jurisdiction for such minimum period as may be prescribed for this

sub-paragraph;

he was previously so licensed, authorised or regulated in a foreign

jurisdiction but the period between the date of his ceasing to be so licensed,

authorised or regulated and the date of his proposed appointment as a

provisional representative exceeds such period as may be prescribed for this

sub-paragraph; or

the Authority is not satisfied that the laws and practices of the jurisdiction

under which the individual is or was so licensed, authorised or regulated

provide protection to investors comparable to that applicable to an appointed

representative under this Act.

(2)  The Authority may, if it considers it desirable to do so —

instead of revoking the status of an individual as an appointed, provisional or

temporary representative, suspend that status for such period as the Authority may

determine; and

at any time —

extend the period of suspension; or

revoke the suspension.

(3)  An individual whose status as an appointed, provisional or temporary representative has

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(a)

(b)

(i)

(ii)

(a)

(A)

(B)

(i)

(A)

(B)

(ii)

(b)

been revoked shall be deemed not to be an appointed, provisional or temporary representative,

as the case may be.

(4)    Where the status of an individual as an appointed, provisional or temporary

representative has been suspended, he shall be deemed not to be an appointed, provisional or

temporary representative (as the case may be) during the period of suspension.

(5)  Where the Authority has revoked the status of an individual as an appointed, provisional

or temporary representative, the Authority shall —

indicate against his name in the public register of representatives that fact, which

indication shall remain in the register for such period as the Authority considers

appropriate; or

remove his name from the register.

(6)    Where the Authority has suspended the status of an individual as an appointed,

provisional or temporary representative, the Authority shall indicate against his name in the

public register of representatives that fact and the period of the suspension.

(7)  Where the Authority has extended or revoked a suspension of the status of an individual

as an appointed, provisional or temporary representative, it shall indicate against his name in the

public register of representatives the new expiry date of the suspension, or indicate that he is no

longer suspended, as the case may be.

(8)   The Authority shall not take any action under subsection (1) or (2)(a) on the ground

referred to in subsection (1)(n), if —

in a case where the information or document was furnished by the individual to the

Authority, the individual proves that he had —

made all inquiries (if any) that were reasonable in the circumstances; and

after doing so, believed on reasonable grounds that the information or

document was not false or misleading; or

in a case where the information or document was furnished by the principal to the

Authority and —

such information or document was furnished to the principal by the

individual, the individual proves that he had —

made all inquiries (if any) that were reasonable in the

circumstances; and

after doing so, believed on reasonable grounds that the information

or document was not false or misleading; or

such information or document was not furnished to the principal by the

individual, the principal proves that he had —

made all inquiries (if any) that were reasonable in the

circumstances; and

after doing so, believed on reasonable grounds that the information

or document was not false or misleading.

(9)  Subject to subsection (10), the Authority shall not take any action under subsection (1) or
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(a)

(i)

(ii)

(b)

(c)

(d)

(a)

(b)

(a)

(2)(a) or (b)(i) without giving the individual an opportunity to be heard.

(10)  The Authority may take action under subsection (1) or (2)(a) or (b)(i) on any of the

following grounds without giving the individual an opportunity to be heard:

he is an undischarged bankrupt, whether in Singapore or elsewhere;

he has been convicted, whether in Singapore or elsewhere, of an offence —

involving fraud or dishonesty or the conviction for which involved a finding

that he had acted fraudulently or dishonestly; and

punishable with imprisonment for a term of 3 months or more;

a prohibition order under section 101A has been made by the Authority, and remains

in force, against the individual;

the ground referred to in subsection (1)(s)(i) or (iii) or (t)(i) or (ii).

(11)  Any revocation or suspension by the Authority shall not operate so as to —

avoid or affect any agreement, transaction or arrangement relating to any regulated

activity entered into by such individual, whether the agreement, transaction or

arrangement was entered into before, on or after the revocation or suspension, as the

case may be; or

affect any right, obligation or liability arising under any such agreement, transaction

or arrangement.

Power of Authority to impose conditions or r estrictions

99N.—(1)    The Authority may, by notice in writing to an appointed, provisional or

temporary representative, impose such conditions or restrictions as it thinks fit on him.

(2)  Without prejudice to the generality of subsection (1), the Authority may, in entering the

appointed, provisional or temporary representative’s name in the public register of

representatives, impose conditions or restrictions with respect to the type of regulated activity

which he may or may not carry on business in.

(3)   The Authority may, at any time by notice in writing to the appointed, provisional or

temporary representative, vary any condition or restriction or impose such further condition or

restriction as it may think fit.

(4)  Any person who contravenes any condition or restriction imposed by the Authority under

this section 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.

False statements in r elation to notification of appointed, pr ovisional or tempor ar y

r epr esentative

99O.—(1)    Any principal who, in connection with the lodgment of any document under

section 99H —

makes a statement which is false or misleading in a material particular; or

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(b)

(a)

(b)

(a)

(b)

(a)

(b)

(a)

(b)

omits to state any matter or thing without which the document is misleading in a

material respect,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.

(2)  Any individual who, in connection with the lodgment by his principal of any document

under section 99H —

makes a statement to his principal which is false or misleading in a material

particular, being a statement subsequently lodged with the Authority; or

omits to state any matter or thing to his principal as a result of which the document is

misleading in a material respect,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.

(3)  Any person who, when required to furnish any document or information to the Authority

under section 99D(3), 99E(4) (in relation to the application of section 99D(3) to a provisional

representative) or 99F(4) (in relation to the application of section 99D(3) to a temporary

representative) —

makes a statement to the Authority which is false or misleading in a material

particular; or

omits to state any matter or thing to the Authority without which the document or

information is misleading in a material respect,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.

(4)  A person referred to in subsection (1), (2) or (3) shall not be guilty of an offence if he

proves that he —

made all inquiries (if any) that were reasonable in the circumstances; and

after doing so, believed on reasonable grounds that the statement made or the

omission to state the matter or thing, as the case may be, was not false or misleading.

Appeals

99P.  Any person who is aggrieved by —

the refusal of the Authority under section 99M(1) to enter his name and other

particulars in the public register of representatives, or to enter an additional type of

regulated activity for him in that register; or

the revocation or suspension of his status as an appointed, provisional or temporary

representative under section 99M(1) or (2)(a),

may, within 30 days after he is notified of the decision of the Authority, appeal to the Minister

whose decision shall be final.

Division 3 —General

Power of Authority to make r egulations

100.—(1)  Without prejudice to section 341, the Authority may make regulations relating to

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(a)

(b)

(a)

(b)

(c)

the grant of a capital markets services licence, the proposed appointment of an individual as an

appointed, provisional or temporary representative, the entering of his name or an additional

type of regulated activity in the public register of representatives, and the revocation or

suspension of his status as an appointed, provisional or temporary representative, and

requirements applicable to the holder of a capital markets services licence, an exempt person, a

representative or a class of such persons.

(2)  Regulations made under this section may provide —

that a contravention of any specified provision thereof shall be an offence; and

for penalties not exceeding a fine of $100,000 or imprisonment for a term not

exceeding 12 months or both for each offence and, in the case of a continuing

offence, a further penalty not exceeding a fine of 10% of the maximum fine

prescribed for that offence for every day or part thereof during which the offence

continues after conviction.

Power of Authority to issue written dir ections

101.—(1)  The Authority may, if it thinks it necessary or expedient in the interests of the

public or a section of the public or for the protection of investors, issue written directions, either

of a general or specific nature, to any holder of a capital markets services licence, exempt

person, representative, or class of such persons, to comply with such requirements as the

Authority may specify in the written directions.

(2)  Without prejudice to the generality of subsection (1), any written direction may be issued

with respect to —

the standards to be maintained by the person concerned in the conduct of his

business;

the type and frequency of submission of financial returns and other information to be

submitted to the Authority; and

the qualifications, experience and training of representatives,

and the person to whom such direction is issued shall comply with the direction.

(3)  Any person who contravenes any of the directions 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 of $5,000 for every day or part thereof during

which the offence continues after conviction.

(4)    It shall not be necessary to publish any direction issued under subsection (1) in the

Gazette.

Power of Authority to make pr ohibition or der s

101A.—(1)   The Authority may, by notice in writing, make a prohibition order against a

relevant person if —

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(a)

(b)

(c)

(ca)

(cb)

(cc)

(i)

(ii)

(iii)

(d)

(e)

(f)

(g)

the Authority suspends or revokes the capital markets services licence held by the

person;

where the person is exempt from the requirement to hold a capital markets services

licence under section 99(1)(a), (b), (c) or (d), the Authority has reason to believe that

circumstances exist under which, if the person were a holder of a capital markets

services licence, there would exist a ground on which the Authority may suspend or

revoke its licence under section 95;

the Authority suspends or revokes the status of that person as an appointed,

provisional or temporary representative;

where the relevant person is or was a representative of an exempt person but is not

exempted under section 99B(2) from section 99B(1), the Authority has reason to

believe that circumstances exist under which, if the relevant person were an

appointed, provisional or temporary representative, there would exist a ground on

which the Authority may revoke under section 99M the relevant person’s status as an

appointed, provisional or temporary representative;

where the relevant person is or was a representative of a holder of a capital markets

services licence but is not exempted under section 99B(2) from section 99B(1), the

Authority has reason to believe that circumstances exist under which there would

exist a ground on which the Authority may revoke under section 99M the relevant

person’s status as an appointed, provisional or temporary representative;

where the relevant person is or was a representative of an exempt person, or a

representative of a holder of a capital markets services licence, and is exempted under

section 99B(2) from section 99B(1), the Authority has reason to believe that

circumstances exist under which, if the person were an appointed representative,

there would exist a ground on which the Authority may revoke under section 99M the

relevant person’s status as an appointed representative;

the Authority has reason to believe that the person is contravening, is likely to

contravene or has contravened —

any provision in this Act;

any condition or restriction imposed by the Authority under this Act; or

any written direction issued by the Authority under this Act;

the person has been convicted of an offence under this Act or has been convicted,

whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the

conviction for which involved a finding that he acted fraudulently or dishonestly;

the person has an order for the payment of a civil penalty made against him by a

court under Part XII or has entered into an agreement with the Authority to pay a

civil penalty under that Part;

the person has been convicted of an offence involving the contravention of any law or

requirement of a foreign country or territory relating to any regulated activity carried

out by that person; or

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(h)

(a)

(b)

(c)

(d)

(da)

(e)

(f)

(i)

(A)

(B)

(ii)

(a)

(i)

(ii)

(b)

the person has been removed at the direction of the Authority from office or

employment as an officer of the holder of a capital markets services licence under

section 97(1)(h).

(2)  In subsection (1), “relevant person” means —

the holder of a capital markets services licence or a person who was previously such

a holder;

a person that is exempt from the requirement to hold a capital markets services

licence under section 99(1) or a person who was previously so exempt;

a representative of a person exempt from the requirement to hold a capital markets

services licence under section 99(1) or a person who was previously such a

representative;

an appointed, provisional or temporary representative or a person who was previously

such a representative;

a representative exempted under section 99B(2) from section 99B(1), or a person

who was previously such a representative;

an officer of the holder of a capital markets services licence or a person that is

exempt from the requirement to hold a capital markets services licence under

section 99(1), or a person who was previously such an officer; or

a person who has been convicted of an offence under section 82(1) or 99B(1).

(3)  A prohibition order made under subsection (1) may do one or both of the following:

prohibit the person, whether permanently or for a specified period, from —

performing any regulated activity, or performing such regulated activity in

specified circumstances or capacities; or

taking part, directly or indirectly, in the management of, acting as a director

of, or becoming a substantial shareholder of —

a holder of a capital markets services licence; or

an exempt person;

include a provision allowing the person, subject to any condition specified in the

order —

to do specified acts; or

to do specified acts in specified circumstances,

that the order would otherwise prohibit him from doing.

(4)   The Authority shall not make a prohibition order against a person without giving the

person an opportunity to be heard.

(5)   Any person who is aggrieved by the decision of the Authority to make a prohibition

order against him may, within 30 days of the decision, appeal in writing to the Minister.

(6)  Where the Authority makes a prohibition order against any person who is an appointed,

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(a)

(b)

provisional or temporary representative, it shall indicate against his name in the public register

of representatives that fact, and the indication shall remain in the register for the duration of the

order.

(7)  The Authority shall keep, in such form as it thinks fit, records on persons against whom

prohibition orders are made under this section.

(8)  The Authority may publish the records referred to in subsection (7), or any part of them,

in such manner as the Authority considers appropriate.

Effect of pr ohibition or der s

101B.—(1)    A person against whom a prohibition order is made shall comply with the

prohibition order.

(2)  Where a prohibition order is made against a person and notified to the holder of a capital

markets services licence or an exempt person, the holder or exempt person shall not employ the

first-mentioned person to carry out any regulated activity or use the first-mentioned person’s

service, to the extent that this is prohibited by the order.

(3)  Any person who contravenes subsection (1) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not

exceeding 2 years or to both.

(4)  Any person who contravenes subsection (2) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $100,000.

(5)  The holder of a capital markets services licence or an exempt person against whom a

prohibition order has been issued prohibiting it from carrying on any regulated activity shall

immediately inform all its representatives who perform the regulated activity, by notice in

writing of such prohibition order, and the representatives who are so informed shall cease to

perform such regulated activity during the period specified in the prohibition order.

(6)  Any person who contravenes subsection (5) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to

a further fine not exceeding $15,000 for every day or part thereof during which the offence

continues after conviction.

Variation or r evocation of pr ohibition or der s

101C.—(1)  The Authority may vary or revoke a prohibition order, by giving written notice

to the person against whom the order was made, if the Authority is satisfied that it is appropriate

to do so because of a change in any of the circumstances based on which the Authority made

the order.

(2)  The Authority may vary or revoke a prohibition order under subsection (1) —

on its own initiative; or

if the person against whom the order was made lodges with the Authority an

application for the Authority to do so, accompanied by such document and fee as

may be prescribed.

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(a)

(b)

(a)

(b)

(a)

(b)

(3)    The Authority shall not vary a prohibition order made against a person under

subsection (2)(a) without giving the person an opportunity to be heard.

(4)  Any person who is aggrieved by the decision of the Authority to vary a prohibition order

made against him under subsection (2)(a) may, within 30 days of the decision, appeal in writing

to the Minister.

Date and effect of pr ohibition or der s

101D.—(1)  A prohibition order, or any variation or revocation of a prohibition order, shall

take effect on the date specified in the order by the Authority.

(2)  A prohibition order shall not operate so as to —

avoid or affect any agreement, transaction or arrangement entered into by the person

against whom the order is made, whether the agreement, transaction or arrangement

was entered into before, on or after the issue of the prohibition order; or

affect any right, obligation or liability arising under any such agreement, transaction

or arrangement.

PART V

BOOKS, CUSTOMER ASSETS AND AUDIT

Division 1 —Books

Keeping of books and fur nishing of r etur ns

102.—(1)  A holder of a capital markets services licence shall —

keep, or cause to be kept, such books as will sufficiently explain the transactions and

financial position of its business and enable true and fair profit and loss accounts and

balance-sheets to be prepared from time to time; and

keep, or cause to be kept, such books in such a manner as will enable them to be

conveniently and properly audited.

(2)  An entry in the books of a holder of a capital markets services licence required to be kept

in accordance with this section shall be deemed to have been made by, or with the authority of,

the holder.

(3)  A holder of a capital markets services licence shall retain such books as may be required

to be kept under this Act for a period of not less than 5 years.

(4)  A holder of a capital markets services licence shall —

furnish such returns and records in such form and manner as may be prescribed or as

may be notified by the Authority in writing; and

provide such information relating to its business as the Authority may require.

(5)  The Authority may, without prejudice to section 341, make regulations in respect of all

or any of the matters in this Division, including the keeping of such books, by a holder of a

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(a)

(b)

(c)

(a)

(b)

capital markets services licence, in such form and manner as the Authority may prescribe.

[SIA, s. 63 and s. 67; FTA, s. 34 (1)]

Penalties under this Division

103.    A holder of a capital markets services licence which, without reasonable excuse,

contravenes section 102(1), (3) or (4) or any regulation made under section 102(5), 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.

[SIA, s. 57 (7); FTA, s. 25 (6)]

Division 2 —Customer Assets

Inter pr etation of this Division

103A.  In this Division, unless the context otherwise requires, “money or other assets” means

money received or retained by, or any other asset deposited with, a holder of a capital markets

services licence in the course of its business for which it is liable to account to its customer, and

any money or other assets accruing therefrom.

Handling of customer assets

104.—(1)  A holder of a capital markets services licence shall, to the extent that it receives

money or other assets from or on account of a customer —

do so, except in such circumstances as may be prescribed by the Authority, on the

basis that the money or other assets shall be applied solely for such purpose as may

be agreed to by the customer, when or before it receives the money or other assets;

pending such application, pay or deposit the money or other assets in such manner as

may be prescribed; and

record and maintain a separate book entry for each customer in accordance with the

provisions of this Act in relation to that customer’s money or other assets.

(2)  The Authority may, without prejudice to section 341, make regulations in respect of all

or any of the matters in this Division, including the handling of money or other assets by a

holder of a capital markets services licence.

[SIA, s. 64; FTA, s. 37]

Non-availability of customer money and other assets for payment of debt

104A.    Except as otherwise provided in this Part or the regulations made thereunder, all

money or other assets received from or on account of customers or deposited in the manner

prescribed under section 104(1)(b) —

shall not be available for payment of the debts of the holder of a capital markets

services licence; and

shall not be liable to be paid or taken in execution under an order or a process of any

court.

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(a)

(b)

(a)

(b)

Penalties under this Division

105.    Any holder of a capital markets services licence which, without reasonable excuse,

contravenes section 104(1) or any regulation made under section 104(2), shall be guilty of an

offence and shall be liable on conviction —

where it is found to have committed the offence with intent to defraud, 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; or

in any other case, 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.

[SIA, s. 59, 65 (6) and (7)]

Division 3 —Audit

Appointment of auditor s

106.    A holder of a capital markets services licence shall appoint an auditor to audit its

accounts and where, for any reason, the auditor ceases to act for such holder, the holder shall, as

soon as practicable thereafter, appoint another auditor.

[SIA, s. 69 (1) (a); FTA, s. 26]

Lodgment of annual accounts, etc.

107.—(1)  A holder of a capital markets services licence shall, in respect of each financial

year —

prepare a true and fair profit and loss account and a balance-sheet made up to the last

day of the financial year; and

lodge that account and balance-sheet with the Authority within 5 months, or such

extension thereof permitted by the Authority under subsection (2), after the end of the

financial year, together with an auditor’s report on the account and balance-sheet.

(2)    Where an application for an extension of the period of 5 months specified in

subsection (1) has been made by a holder of a capital markets services licence to the Authority

and the Authority is satisfied that there is any special reason for requiring the extension, the

Authority may extend that period by not more than 4 months, subject to such conditions or

restrictions as the Authority may think fit to impose.

(3)  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 $500 for every

day or part thereof that the lodgment is late, subject to a maximum fine of $50,000.

(4)    Any holder of a capital markets services licence which contravenes any condition

imposed under subsection (2) shall be guilty of an offence and shall be liable on conviction to a

fine not exceeding $50,000.

(5)  Notwithstanding any other provision of this Act or any other written law, the Authority

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(a)

(b)

(a)

(b)

(c)

(i)

(ii)

(a)

(b)

may, if it is not satisfied with the performance of duties by an auditor appointed by a holder of a

capital markets services licence —

at any time direct the holder to remove the auditor; and

direct the holder, as soon as practicable thereafter, to appoint another auditor,

and the holder shall comply with such direction.

[SIA, s. 69 (1) (b); FTA, s. 27]

Reports by auditor to Authority in certain cases

108.  Where, in the performance of his duties as an auditor for a holder of a capital markets

services licence, an auditor becomes aware of —

any matter which, in his opinion, adversely affects or may adversely affect the

financial position of the holder to a material extent;

any matter which, in his opinion, constitutes or may constitute a contravention of any

provision of this «Act or an offence involving fraud or dishonesty; or

any irregularity that has or may have a material effect upon the accounts, including

any irregularity that may affect or jeopardise the moneys or other assets of any

customer of the holder,

the auditor shall immediately thereafter send —

a report in writing of the matter or irregularity to the Authority; «and

where the holder is a member of a «securities exchange or «futur es exchange, a

copy of the report to the «securities exchange or «futur es exchange, as the case may

be.

[SIA, s. 70 (1); FTA, s. 28]

Power of Authority to appoint auditor

109.—(1)  Where —

a holder of a capital markets services licence fails to lodge an auditor’s report under

section 107; or

the Authority receives a report under section 108,

the Authority may, without prejudice to its powers under section 115, if it is satisfied that it is in

the interests of the holder, the customers of the holder or the general public to do so, appoint in

writing an auditor to examine and audit, either generally or in relation to any particular matter,

the books of the holder.

(2)    Where the Authority is of the opinion that the whole or any part of the costs and

expenses of an auditor appointed by the Authority under subsection (1) should be borne by the

holder of a capital markets services licence, the Authority may, in writing, direct the holder to

pay a specified amount, being the whole or part of such costs and expenses, within such time

and in such manner as may be specified in the direction.

(3)   Where a holder of a capital markets services licence fails to comply with a direction

under subsection (2), the amount specified in the direction may be sued for and recovered by

the Authority as a civil debt.
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(a)

(b)

(c)

(d)

(e)

(a)

(b)

(4)  An auditor appointed under subsection (1) shall, on the conclusion of the examination

and audit, submit a report to the Authority.

[FTA, s. 29]

Power of auditor s appointed by Authority

110.—(1)  An auditor appointed by the Authority under section 109 may, for the purpose of

carrying out an examination «and audit of the books of a holder of a capital markets services

licence —

examine, on oath or affirmation, any officer, employee or agent of the holder or any

other auditor appointed under this «Act in relation to those books;

require any officer, employee or agent of the holder, or any other auditor appointed

under this «Act, to produce any of the books held by or on behalf of the holder

relating to its business, «and to make copies of or take extracts from, or retain

possession of, such books for such period as is necessary to enable them to be

inspected;

require any «securities exchange, «futur es exchange, licensed trade repository,

approved clearing house or recognised clearing house to produce any of the books

kept by it, or any information in its possession, relating to the business of the holder;

employ such persons as he considers necessary to assist him in carrying out the

examination «and audit; «and

authorise in writing any person employed by him to do, in relation to the examination

«and audit, any «act or thing that he could do as an auditor under this subsection,

other than the examination of any person on oath or affirmation.

(2)  Any person who, without reasonable excuse, refuses or fails to answer any question put

to him, or fails to comply with any request made to him, by an auditor appointed under

section 109 or a person authorised under subsection (1)(e), shall be guilty of an offence «and

shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not

exceeding 12 months or to both.

[SIA, s. 70 (4) «and (5); FTA, s. 30]

Offence to destr oy, conceal, alter, etc., books

111.—(1)  Any person who, with intent to prevent, delay or obstruct the carrying out of any

examination or audit under this Division —

destroys, conceals or alters any book relating to the business of a holder of a capital

markets services licence; or

sends, or conspires with any other person to send, out of Singapore, any book or asset

of any description belonging to, in the possession of or under the control of a holder

of a capital markets services licence,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000

or to imprisonment for a term not exceeding 2 years or to both.

(2)  If, in any proceedings for an offence under subsection (1), it is proved that the person

charged with the offence —

[«Act 34 of 2012 wef 01/08/2013]

[1/2005]
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(a)

(b)

(a)

(b)

(a)

(b)

(a)

(b)

(c)

(a)

destroyed, concealed or altered any book referred to in subsection (1)(a); or

sent, or conspired to send, out of Singapore, any book or asset referred to in

subsection (1)(b),

the onus of proving that, in so doing, he did not act with intent to prevent, delay or obstruct the

carrying out of an examination and audit under this Division shall lie on him.

[SIA, s. 71; FTA, s. 31]

Safeguar ding of books

112.—(1)  A holder of a capital markets services licence shall take reasonable precautions —

to prevent falsification of the books required to be kept by it under this Act; and

to facilitate the discovery of any falsification of any such book.

(2)  Any holder of a capital markets services licence who contravenes this section shall be

guilty of an offence under this Act.

[SIA, s. 72]

Restriction on auditor ’s and employee’s right to communicate certain matter s

113.  Except as may be necessary for the carrying into effect of the provisions of this Act or

so far as may be required for the purposes of any legal proceedings, whether civil or criminal,

an auditor appointed under section 109 or carrying out any duty imposed under section 115, and

any employee of such an auditor, shall not disclose any information which may come to his

knowledge or possession in the course of performing his duties as such auditor or employee, as

the case may be, to any person other than —

the Authority; and

in the case of an employee of such auditor, the auditor.

[FTA, s. 32]

Exchanges, etc., may impose additional obligations on member s

114.    Nothing in this Division shall prevent any securities exchange, futures exchange,

licensed trade repository, approved clearing house or recognised clearing house from imposing

on its members any additional obligation or requirement which it thinks is necessary with

respect to —

the audit of accounts;

the information to be given in reports by auditors; or

the keeping of books.

[SIA, s. 73; FTA, s. 33]

Additional power s of Authority in r espect of auditor s

115.—(1)  The Authority may impose all or any of the following duties on an auditor of a

holder of a capital markets services licence:

a duty to submit to the Authority such additional information in relation to his audit

as the Authority considers necessary;

[1/2005]

[Act 34 of 2012 wef 01/08/2013]
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(b)

(c)

(d)

(a)

(b)

a duty to enlarge or extend the scope of his audit of the business and affairs of the

holder;

a duty to carry out any other examination or establish any procedure in any particular

case;

a duty to submit a report to the Authority on any of the matters referred to in

paragraphs (b) and (c),

and the auditor shall carry out such additional duty or duties.

(2)  A holder of a capital markets services licence shall remunerate the auditor in respect of

the discharge of such additional duty or duties as the Authority may impose under

subsection (1).

[SIA, s. 70 (3); FTA, s. 35]

Defamation

116.—(1)  No auditor or employee of such auditor shall, in the absence of malice on his part,

be liable to any action for defamation at the suit of any person in respect of —

any statement made orally or in writing in the discharge of his duties under this Part;

or

the submission of any report to the Authority under section 108, 109(4) or 115(1)(d).

(2)  Subsection (1) shall not restrict or otherwise affect any right, privilege or immunity that,

apart from this section, the auditor or his employee has as a defendant in an action for

defamation.

[FTA, s. 36]

PART VI

CONDUCT OF BUSINESS

Division 1 —General

117.  [Repealed by Act 2/2009 wef 26/11/2010]

118.  [Repealed by Act 2/2009 wef 26/11/2010]

119.  [Repealed by Act 1/2005]

120.  [Repealed by Act 2/2009 wef 26/11/2010]

121.  [Repealed by Act 1/2005]

122.  [Repealed by Act 2/2009 wef 26/11/2010]

Power of Authority to make r egulations

123.—(1)  The Authority may make regulations in respect of the conduct of business in any

regulated activity by the holder of a capital markets services licence or a representative of such

a holder.

(2)  Without affecting the generality of subsection (1), regulations made under this section

may —
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(a)

(i)

(ii)

(aa)

(b)

(ba)

(c)

(d)

(e)

(f)

(g)

(ga)

specify requirements applicable to the holder of a capital markets services licence in

relation to «securities financing;

specify, in the context of the granting of an unsecured advance, unsecured loan or

unsecured credit facility by the holder of a capital markets services licence —

what constitutes any such unsecured advance, unsecured loan or unsecured

credit facility; «and

the requirements «and restrictions relating to any such grant;

prohibit the making of direct or indirect representations, expressly or by implication,

relating to specified matters, or the use of misleading or deceptive advertisements by

or on behalf of the holder, «and impose conditions or restrictions for the use of

advertisements by or on behalf of the holder;

require contract notes to be issued by or on behalf of the holder of a capital markets

services licence, «and specify the information to be provided in the contract notes;

specify terms «and conditions to be included in customer contracts «and provide that

the terms «and conditions are, unless the Authority in relation to any particular term

or condition otherwise directs, to be deemed to be of the essence of the customer

contracts in which they are included, whether or not a different intention appears in

the provisions of the customer contracts;

specify information that the holder of a capital markets services licence is to provide

to its customer on entering into a customer contract with the customer, «and

thereafter from time to time on request by the customer, concerning the business of

the holder «and the identity «and status of any person acting on behalf of the holder

with whom the customer may have contact;

require the holder of a capital markets services licence, «and a representative of such

a holder, to ascertain, in relation to each customer of the holder, specified matters

relating to his identity «and his financial situation, investment experience «and

investment objectives relevant to the services to be provided by the holder, «and

specify the steps to be taken for this purpose;

require the holder of a capital markets services licence, «and a representative of such

a holder, when providing information or advice concerning capital markets products

to a customer of the holder, to ensure the suitability of the information or advice to be

provided to the customer, «and specify the steps to be taken for this purpose;

require the holder of a capital markets services licence, «and a representative of such

a holder, to disclose to a customer of the holder the financial risks in relation to

capital markets products that the holder or the representative recommends to the

customer, «and specify the steps to be taken for this purpose;

require the holder of a capital markets services licence, «and a representative of such

a holder to take specified steps to ensure that a customer or prospective customer of

the holder is apprised of the financial risks in relation to trades carried out by means

of any trading account, before opening such account for the customer or prospective

customer or soliciting or entering into an agreement with him to manage or guide

[«Act 34 of 2012 wef 18/03/2013]

[2/2009 wef 26/11/2010]

[2/2009 wef 26/11/2010]
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(h)

(i)

(ia)

(j)

(k)

(l)

(m)

(n)

(o)

such account;

require the holder of a capital markets services licence, «and a representative of such

a holder, to disclose to a customer of the holder any commission or advantage the

holder or the representative, as the case may be, receives or is to receive from a third

party in connection with any capital markets products which the holder or the

representative recommends to the customer, «and specify the steps to be taken for

this purpose;

specify the circumstances in which, «and the conditions «and restrictions under

which, the holder of a capital markets services licence, «and a representative of such

a holder, may enter into or effect a transaction, «and provide for matters relating

thereto including the right of the other party to the contract in question to rescind it

where a regulation made under this paragraph is contravened;

require the holder of a capital markets services licence to comply with prescribed

requirements concerning the sale of, or the making of recommendations with respect

to, «securities which the holder has subscribed for or purchased, or may be required

to subscribe for or purchase, under an underwriting or sub-underwriting agreement;

specify the circumstances in which, «and the conditions under which, the holder of a

capital markets services licence, «and a representative of such a holder, may use

information relating to the affairs of the customer of the holder;

require the holder of a capital markets services licence, «and a representative of such

a holder, to take steps to avoid cases of conflict between any of their interests «and

those of a customer of the holder, «and specify the steps to be taken in the event of a

potential or actual case of conflict;

specify the circumstances in which the holder of a capital markets services licence

may receive any property or service from another holder of a capital markets services

licence in consideration of directing business to that other holder;

specify the circumstances in which, «and the conditions «and restrictions under

which, a representative of the holder of a capital markets services licence is permitted

to deal or trade for his own account in «securities or «futur es contracts;

provide for any other matter relating to the practices «and standards of conduct of the

holder of a capital markets services licence «and a representative of such a holder in

carrying on business in any regulated activity; «and

provide that, subject to such conditions or restrictions as may be prescribed, all or

specified provisions of this Part shall not apply to a specified class of holders of a

capital markets services licences or their representatives, or to a specified class of

capital markets products.

(3)  Regulations made under this section may provide that any customer contract entered into

by the holder of a capital markets services licence with its customer otherwise than in

compliance with any specified regulation is, notwithstanding anything in the contract,

unenforceable at the option of the customer.

[2/2009 wef 26/11/2010]

[2/2009 wef 26/11/2010]

[2/2009 wef 26/11/2010]

[1/2005]
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(a)

(b)

(a)

(b)

(a)

(b)

(c)

(d)

(4)  Regulations made under this section may provide —

that a contravention of any specified provision thereof shall be an offence; «and

for penalties not exceeding a fine of $100,000 or imprisonment for a term not

exceeding 12 months or both for each offence «and, in the case of a continuing

offence, a further penalty not exceeding a fine of 10% of the maximum fine

prescribed for that offence for every day or part thereof during which the offence

continues after conviction.

(5)    In this section, “customer contract” means any contract or arrangement between the

holder of a capital markets services licence «and a customer of the holder which contains terms

on which the holder is to provide services to, or effect transactions for, the customer.

[HK SF Bill, Clause 163]

PART VIA

REPORTING OF DERIVATIVES CONTRACTS

Inter pr etation of this Part

124.  In this Part, unless the context otherwise requires —

“bank in Singapore” has the same meaning as in section 2(1) of the Banking Act (Cap.

19);

“market contract” means —

a contract subject to the business rules of an approved clearing house, or a

recognised clearing house, that is entered into between the approved clearing

house or recognised clearing house and a participant pursuant to a novation

(however described), whether before or after default proceedings have

commenced, which is in accordance with those business rules and for the

purposes of the clearing or settlement of transactions using the clearing facility

of the approved clearing house or recognised clearing house; or

a transaction which is being cleared or settled using the clearing facility of an

approved clearing house or a recognised clearing house, and in accordance with

the business rules of the approved clearing house or recognised clearing house,

whether or not a novation referred to in paragraph (a) is to take place;

“specified derivatives contract” means any derivatives contract that is, or that belongs to a

class of derivatives contracts that is, prescribed by the Authority by regulations made

under section 129 for the purposes of this definition;

“specified person” means —

any bank in Singapore licensed under the Banking Act;

any subsidiary of a bank incorporated in Singapore;

any merchant bank approved as a financial institution under the Monetary

Authority of Singapore Act (Cap. 186);

any finance company licensed under the Finance Companies Act (Cap. 108);

[16/2003]

[Act 34 of 2012 wef 31/10/2013]
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(e)

(f)

(g)

(h)

(a)

(b)

(a)

(b)

(i)

(ii)

(a)

(i)

(ii)

(b)

(i)

(c)

any insurer licensed under the Insurance Act (Cap. 142);

any approved trustee referred to in section 289;

any holder of a capital markets services licence; or

any other person who is, or who belongs to a class of persons which is,

prescribed by the Authority by regulations made under section 129 for the

purposes of this definition.

Reporting of specified derivatives contr acts

125.—(1)  Every specified person who is a party to a specified derivatives contract shall, at

such time or times and in such form or manner as the Authority may prescribe by regulations

made under section 129, report to a licensed trade repository or licensed foreign trade repository

—

such information on the specified derivatives contract as the Authority may prescribe

by those regulations; and

any amendment, modification, variation or change to the information referred to in

paragraph (a).

(2)  Without prejudice to subsection (1), where the circumstances referred to in subsection

(3) apply, a specified person who enters into a specified derivatives contract as an agent of a

party to the specified derivatives contract shall, at such time or times and in such form or

manner as the Authority may prescribe by regulations made under section 129, report to a

licensed trade repository or licensed foreign trade repository —

such information on the specified derivatives contract as the Authority may prescribe

by those regulations; and

any amendment, modification, variation or change to the information referred to in

paragraph (a).

(3)  For the purposes of subsection (2), the circumstances are as follows:

the party to the specified derivatives contract —

is not a specified person; or

is a specified person, but is exempted under section 129A from subsection

(1);

the specified person referred to in subsection (2) —

is incorporated in Singapore; or

has an office or a branch in Singapore; and

the specified person referred to in subsection (2) enters into the specified derivatives

contract through an individual (being an officer or employee of the specified person)

who, at the time the specified derivatives contract is entered into, satisfies both of the

following requirements:

the individual’s place of employment is Singapore; and

[Act 10/2013 wef 01/11/2013]

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(ii)

(a)

(b)

(c)

(a)

(b)

the individual is physically in Singapore.

(4)  A specified person who is required to comply with subsection (1) or (2) in relation to any

information on a specified derivatives contract (including any amendment, modification,

variation or change to that information) shall be deemed to have reported that information to a

licensed trade repository or licensed foreign trade repository, if —

the specified person has reported that information to any other person;

that other person has reported that information, in such form or manner as the

Authority may prescribe by regulations made under section 129, to that licensed trade

repository or licensed foreign trade repository; and

that information is true and correct and has been received by that licensed trade

repository or licensed foreign trade repository.

(5)  A specified person who is required to comply with subsection (1) or (2) in relation to any

information on a specified derivatives contract (including any amendment, modification,

variation or change to that information) shall be deemed to have reported that information to a

licensed trade repository or licensed foreign trade repository, if —

any other specified person who is required to comply with subsection (1) or (2) in

relation to that information, or any other party to the specified derivatives contract,

has reported that information to that licensed trade repository or licensed foreign

trade repository in accordance with subsection (1) or (2), or is deemed under

subsection (3) to have so reported that information; and

that information is true and correct and has been received by that licensed trade

repository or licensed foreign trade repository.

(6)   A specified person who is deemed, under subsection (4) or (5), to have reported any

information on a specified derivatives contract (including any amendment, modification,

variation or change to that information) to a licensed trade repository or licensed foreign trade

repository shall be deemed to have so reported that information at the time that information is

received by that licensed trade repository or licensed foreign trade repository.

(7)  Any specified person who contravenes subsection (1) or (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)  A specified person who is required under subsection (1) or (2) to report any information

to a licensed trade repository or licensed foreign trade repository shall use due care to ensure

that the information reported is not false in any material particular.

(9)  Any specified person who contravenes subsection (8) shall be guilty of an offence and

shall be liable on conviction to a fine not exceeding $50,000.

(10)  Except where the parties to a specified derivatives contract have entered into an express

agreement to the contrary, the specified derivatives contract shall not, by reason only of a

contravention of subsection (1), (2) or (8) in relation to the specified derivatives contract, be

voidable or void.

(11)    For the purposes of subsections (1)(a) and (2)(a), the information on a specified

derivatives contract that the Authority may prescribe by regulations made under section 129
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(a)

(b)

(a)

(b)

(c)

(a)

(b)

includes, but is not limited to —

the identities of the parties to the specified derivatives contract; and

the characteristics of the specified derivatives contract, including, but not limited to,

operational data (such as clearing and settlement details), event data (such as

execution time), underlying information and information on transaction economics

(such as effective date and maturity date).

(12)    For the purposes of this section, where any right or obligation under a specified

derivatives contract is transferred to any market contract, a reference to the specified derivatives

contract shall include a reference to that market contract.

Power of Authority to obtain information

126.—(1)    The Authority may require any person to furnish the Authority with such

information or documents as the Authority considers necessary for determining —

whether any derivatives contract or class of derivatives contract should be prescribed

for the purposes of the definition of “specified derivatives contract” in section 124;

whether the person or any other person or class of persons should be prescribed for

the purposes of paragraph (h) of the definition of “specified person” in section 124;

or

whether the purpose or effect of any contract, arrangement, transaction or class of

contracts, arrangements or transactions is to avoid, directly or indirectly, any

requirement that is, or that would otherwise have been, imposed under section 125(1)

or (2).

(2)    Subject to subsections (4) and (5), a person shall comply with every requirement

imposed on him under subsection (1).

(3)  Any person who contravenes subsection (2) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to

a further fine not exceeding $5,000 for every day or part thereof during which the offence

continues after conviction.

(4)    No person shall by virtue of this section be obliged to furnish any information or

document as to which he is under any statutory obligation to observe secrecy.

(5)  Nothing in this section shall compel an advocate and solicitor, or a legal counsel referred

to in section 128A of the Evidence Act (Cap. 97), to furnish any information on, or any

document containing, any privileged communication made by or to him in that capacity.

(6)    Where a person claims, before furnishing the Authority with any information or

documents that he is required to furnish under subsection (1)(c), that the information or

documents might tend to incriminate him, the information or documents —

shall not be admissible in evidence against him in criminal proceedings other than

proceedings under subsection (3); but

shall be admissible in evidence for civil proceedings under Part XII.

[Act 34/2012 wef 31/10/2013]

[Act 34/2012 wef 31/10/2013]
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(a)

(b)

(c)

(a)

Dir ections on alter native r eporting ar r angements

127.—(1)    Where the Authority is of the opinion that any licensed trade repository or

licensed foreign trade repository is not available for the reporting of, or is incapable of

receiving, any information on any specified derivatives contract (including any amendment,

modification, variation or change to that information) under section 125(1) or (2), the Authority

may issue directions, whether of a general or specific nature, by notice in writing, to any

specified person referred to in section 125(1) or (2) or class of such persons, requiring the

specified person or class of such persons to do one or more of the following:

to maintain records of that information in such form or manner as the Authority may

prescribe by regulations made under section 129;

to report that information, or submit records of that information, in such form or

manner as the Authority may specify in that notice, at such frequency and over such

period as the Authority may specify in that notice, to such person as the Authority

may specify in that notice;

to give the Authority, or such person as the Authority may specify in that notice,

access to that information, or to records of that information, in such manner as the

Authority may specify in that notice.

(2)  A specified person referred to in subsection (1) shall comply with every direction issued

to him under that subsection.

(3)    A specified person shall be deemed to have complied with section 125(1) or (2) in

relation to any information on a specified derivatives contract (including any amendment,

modification, variation or change to that information) if, while a direction issued to him under

subsection (1) remains in force, he complies with that direction in relation to that information.

(4)    The Authority may cancel a direction issued under subsection (1) in relation to any

licensed trade repository or licensed foreign trade repository, if the Authority is of the opinion

that the grounds for the issue of the direction have ceased to apply.

(5)  Any specified person who, without reasonable excuse, contravenes a direction issued to

him under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine

not exceeding $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.

(6)    It shall not be necessary to publish any direction issued under subsection (1) in the

Gazette.

(7)  For the purposes of this section, a reference to any information on a specified derivatives

contract includes a reference to any such information which has previously been reported to a

licensed trade repository or licensed foreign trade repository under section 125.

Compliance with laws and pr actices of r elevant r eporting jurisdiction

128.—(1)    Subject to subsection (3), a specified person who is a party to a specified

derivatives contract shall be deemed to have complied with section 125(1) in relation to any

information on the specified derivatives contract (including any amendment, modification,

variation or change to that information), if —

any other party to the specified derivatives contract is incorporated, formed or

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(b)

(a)

(b)

(a)

(b)

(c)

established under the laws of, or has a place of business in, a relevant reporting

jurisdiction; and

the specified person, or any other party to the specified derivatives contract, is

required to comply with, and has complied with, in relation to the specified

derivatives contract, the requirements relating to the reporting of specified derivatives

contracts under the laws and practices of the relevant reporting jurisdiction.

(2)    Subject to subsection (3), a specified person who enters into a specified derivatives

contract as an agent of a party to the specified derivatives contract (referred to in this subsection

as the principal party) shall be deemed to have complied with section 125(2) in relation to any

information on the specified derivatives contract (including any amendment, modification,

variation or change to that information), if —

the principal party, or any other party to the specified derivatives contract, is

incorporated, formed or established under the laws of, or has a place of business in, a

relevant reporting jurisdiction; and

the principal party, or any other party to the specified derivatives contract, is required

to comply with, and has complied with, in relation to the specified derivatives

contract, the requirements relating to the reporting of specified derivatives contracts

under the laws and practices of the relevant reporting jurisdiction.

(3)  Subsections (1) and (2) shall not apply to any specified derivatives contract that is, or

that belongs to a class of specified derivatives contracts that is, prescribed by the Authority by

regulations made under section 129 for the purposes of this subsection.

(4)  In this section —

“place of business”, in relation to a party to a specified derivatives contract, means a head

or main office, a branch, a representative office or any other office of the party;

“relevant reporting jurisdiction” means any foreign jurisdiction that is prescribed by the

Authority by regulations made under section 129 for the purposes of this definition.

Power of Authority to make r egulations

129.—(1)    Without prejudice to section 341, the Authority may make regulations for the

purposes of this Part, including regulations to prescribe anything which may be prescribed

under this Part.

(2)  In deciding whether to prescribe any derivatives contract or class of derivatives contracts

for the purposes of the definition of “specified derivatives contract” in section 124, the

Authority may have regard to —

the significance of that derivatives contract or class of derivatives contracts in

Singapore;

international developments in the reporting of derivatives contracts; and

any other matters that the Authority deems to be relevant.

Exemption fr om section 125

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(a)

(b)

(c)

(d)

(e)

(f)

129A.—(1)   Without prejudice to section 337(1), the Authority may, by regulations made

under section 129, exempt any specified person or class of specified persons from all or any of

the provisions of section 125, subject to such conditions or restrictions as the Authority may

prescribe in those regulations.

(2)   Without prejudice to section 337(3) and (4), the Authority may, by notice in writing,

exempt any specified person from all or any of the provisions of section 125, subject to such

conditions or restrictions as the Authority may specify by notice in writing.

(3)  It shall not be necessary to publish any exemption granted under subsection (2) in the

Gazette.

(4)   Every specified person that is granted an exemption under subsection (1) or (2) shall

satisfy every condition or restriction imposed on the specified person under the applicable

subsection.

(5)  Any specified person who contravenes subsection (4) 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.

PART VIB

CLEARING OF DERIVATIVES CONTRACTS

Inter pr etation of this Part

129B.  In this Part, unless the context otherwise requires —

“bank in Singapore” has the same meaning as in section 2(1) of the Banking Act (Cap.

19);

“clearing” means any arrangement, process, mechanism or service provided by a person

in respect of transactions, by which parties to those transactions substitute, through

novation or otherwise, the credit of such person for the credit of the parties;

“specified derivatives contract” means any derivatives contract that is, or that belongs to a

class of derivatives contracts that is, prescribed by the Authority by regulations made

under section 129G for the purposes of this definition;

“specified person” means —

any bank in Singapore licensed under the Banking Act;

any merchant bank approved as a financial institution under the Monetary

Authority of Singapore Act (Cap. 186);

any finance company licensed under the Finance Companies Act (Cap. 108);

any insurer licensed under the Insurance Act (Cap. 142);

any approved trustee referred to in section 289;

any holder of a capital markets services licence; or

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(g)

(a)

(b)

(c)

any other person who is, or who belongs to a class of persons which is,

prescribed by the Authority by regulations made under section 129G for the

purposes of this definition.

Clearing of specified derivatives contr acts

129C.—(1)  Every specified person who is a party to a specified derivatives contract shall,

within such time as the Authority may prescribe by regulations made under section 129G, cause

the specified derivatives contract to undergo clearing, by a clearing facility operated by an

approved clearing house or a recognised clearing house, in accordance with the business rules

of the approved clearing house or recognised clearing house, as the case may be.

(2)  Any specified person who contravenes subsection (1) shall be guilty of an offence and

shall be liable on conviction to a fine not exceeding $100,000 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.

(3)  Except where the parties to a specified derivatives contract have entered into an express

agreement to the contrary, the specified derivatives contract shall not, by reason only of a

contravention of subsection (1) in relation to the specified derivatives contract, be voidable or

void.

Power of Authority to obtain information

129D.—(1)    The Authority may require any person to furnish the Authority with such

information or documents as the Authority considers necessary for determining —

whether any derivatives contract or class of derivatives contracts should be

prescribed for the purposes of the definition of “specified derivatives contract” in

section 129B;

whether the person or any other person or class of persons should be prescribed for

the purposes of paragraph (g) of the definition of “specified person” in section 129B;

or

whether the purpose or effect of any contract, arrangement, transaction or class of

contracts, arrangements or transactions is to avoid, directly or indirectly, any

requirement that is, or that would otherwise have been, imposed under section

129C(1).

(2)    Subject to subsections (4) and (5), a person shall comply with every requirement

imposed on him under subsection (1).

(3)  Any person who contravenes subsection (2) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to

a further fine not exceeding $5,000 for every day or part thereof during which the offence

continues after conviction.

(4)    No person shall by virtue of this section be obliged to furnish any information or

document as to which he is under any statutory obligation to observe secrecy.

(5)  Nothing in this section shall compel an advocate and solicitor, or a legal counsel referred

to in section 128A of the Evidence Act (Cap. 97), to furnish any information on, or any

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(a)

(b)

(a)

document containing, any privileged communication made by or to him in that capacity.

(6)    Where a person claims, before furnishing the Authority with any information or

documents that he is required to furnish under subsection (1)(c), that the information or

documents might tend to incriminate him, the information or documents —

shall not be admissible in evidence against him in criminal proceedings other than

proceedings under subsection (3); but

shall be admissible in evidence for civil proceedings under Part XII.

Dir ections on alter native clearing ar r angements

129E.—(1)  Where the Authority is of the opinion that any clearing facility operated by any

approved clearing house or recognised clearing house is not available for the clearing of, or is

incapable of clearing, any type of specified derivatives contract under section 129C(1), the

Authority may issue directions, whether of a general or specific nature, by notice in writing, to

any specified person who is a party to any specified derivatives contract of that type, or to any

class of specified persons who are parties to specified derivatives contracts of that type,

requiring the specified person or class of specified persons, as the case may be, to cause that

specified derivatives contract or those specified derivatives contracts, as the case may be, to

undergo clearing by such other person, in such manner, as the Authority may specify in that

notice.

(2)  A specified person referred to in subsection (1) shall comply with every direction issued

to him under that subsection.

(3)  A specified person shall be deemed to have complied with section 129C(1) in relation to

a specified derivatives contract if, while a direction issued to him under subsection (1) remains

in force, he complies with that direction in relation to that specified derivatives contract.

(4)    The Authority may cancel a direction issued under subsection (1) in relation to any

clearing facility operated by any approved clearing house or recognised clearing house, if the

Authority is of the opinion that the grounds for the issue of the direction have ceased to apply.

(5)  Any specified person who, without reasonable excuse, contravenes a direction issued to

him under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine

not exceeding $100,000 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.

(6)    It shall not be necessary to publish any direction issued under subsection (1) in the

Gazette.

Compliance with laws and pr actices of r elevant clearing jurisdiction

129F.—(1)    Subject to subsection (2), a specified person who is a party to a specified

derivatives contract shall be deemed to have complied with section 129C(1) in relation to the

specified derivatives contract, if —

any other party to the specified derivatives contract is incorporated, formed or

established under the laws of, or has a place of business in, a relevant clearing

jurisdiction; and

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(b)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

every party to the specified derivatives contract is required to comply with, and has

complied with, in relation to the specified derivatives contract, the requirements

relating to the clearing of specified derivatives contracts under the laws and practices

of the relevant clearing jurisdiction.

(2)  Subsection (1) shall not apply to any specified derivatives contract that is, or that belongs

to a class of specified derivatives contracts that is, prescribed by the Authority by regulations

made under section 129G for the purposes of this subsection.

(3)  In this section —

“place of business”, in relation to a party to a specified derivatives contract, means a head

or main office, a branch, a representative office or any other office of the party;

“relevant clearing jurisdiction” means a foreign jurisdiction that is prescribed by the

Authority by regulations made under section 129G for the purposes of this definition.

Power of Authority to make r egulations

129G.—(1)  Without prejudice to section 341, the Authority may make regulations for the

purposes of this Part, including regulations to prescribe anything which may be prescribed

under this Part.

(2)  In deciding whether to prescribe any derivatives contract or class of derivatives contracts

for the purposes of the definition of “specified derivatives contract” in section 129B, the

Authority may have regard to —

the level of systemic risk posed by that derivatives contract or class of derivatives

contracts;

the characteristics and level of standardisation of the contractual terms and

operational processes relating to that derivatives contract or class of derivatives

contracts;

the depth and liquidity of the market for that derivatives contract or class of

derivatives contracts;

the availability of fair, reliable and generally accepted pricing sources for that

derivatives contract or class of derivatives contracts;

the international regulatory approach towards that derivatives contract or class of

derivatives contracts;

whether there is any anti-competitive effect associated with that derivatives contract

or class of derivatives contracts;

the availability of approved clearing houses or recognised clearing houses that

operate clearing facilities for the clearing of that derivatives contract or class of

derivatives contracts; and

any other matters that the Authority deems to be relevant.

Exemption fr om section 129C

129H.—(1)   Without prejudice to section 337(1), the Authority may, by regulations made

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(a)

(b)

(a)

(b)

under section 129G, exempt any specified person or class of specified persons from all or any

of the provisions of section 129C, subject to such conditions or restrictions as the Authority

may prescribe in those regulations.

(2)   Without prejudice to section 337(3) and (4), the Authority may, by notice in writing,

exempt any specified person from all or any of the provisions of section 129C, subject to such

conditions or restrictions as the Authority may specify by notice in writing.

(3)  It shall not be necessary to publish any exemption granted under subsection (2) in the

Gazette.

(4)   Every specified person that is granted an exemption under subsection (1) or (2) shall

satisfy every condition or restriction imposed on the specified person under the applicable

subsection.

(5)  Any specified person who contravenes subsection (4) shall be guilty of an offence and

shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing

offence, to a further fine not exceeding $10,000 for every day or part thereof during which the

offence continues after conviction.

PART VII

DISCLOSURE OF INTERESTS

Division 1 —Disclosure of Interest in Corporation

Application and inter pr etation of this Division

130.—(1)    This section shall have effect for the purposes of this Division but shall not

prejudice the operation of any other provision of this Act.

(2)  A reference to a corporation is a reference —

to a company any or all of the shares in which are listed for quotation on the official

list of a securities exchange; or

to a corporation (not being a company, or a collective investment scheme constituted

as a corporation) any or all of the shares in which are listed for quotation on the

official list of a securities exchange, such listing being a primary listing.

(3)  In relation to a corporation the whole or a portion of the share capital of which consists

of stock, an interest of a person in any such stock shall be deemed to be an interest in an issued

share in the corporation having attached to it the same rights as are attached to that stock.

(4)  A reference to a member —

in relation to a company, means a person who is a member of the company under

section 19(6) of the Companies Act (Cap. 50); and

in relation to a corporation (other than a company), means any person equivalent to a

member of a company.

(5)  For the avoidance of doubt, section 4 shall apply for the purpose of determining whether

a person has an interest in securities under this Division.

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(a)

(b)

(c)

(d)

(a)

(b)

(6)    For the purposes of sections 133(3)(b)(i), 135(2)(b), 136(1), 137(1) and 137E(6), a

person shall conclusively be presumed to have been aware of a fact or occurrence at a particular

time —

of which he would, if he had acted with reasonable diligence in the conduct of his

affairs, have been aware at that time;

where the person is a body corporate or unincorporated association (other than a

partnership), of which its officer would, if he had acted with reasonable diligence in

the conduct of its affairs, have been aware at that time;

where the person is a limited liability partnership, of which its partner or manager

would, if he had acted with reasonable diligence in the conduct of its affairs, have

been aware at that time; or

where the person is a partnership, of which its partner would, if he had acted with

reasonable diligence in the conduct of its affairs, have been aware at that time.

(7)  In this section —

“officer”  —

in relation to a body corporate, means a director, member of the committee of

management, chief executive officer, manager, secretary or other similar officer

of the body, and includes a person purporting to act in any such capacity; or

in relation to an unincorporated association (other than a partnership), means

the president, the secretary, or a member of the committee of the association, or

a person holding a position analogous to that of president, secretary or member

of the committee, and includes a person purporting to act in such capacity;

“partner” includes a person purporting to act as a partner.

Per sons obliged to comply with this Division and power of Authority to gr ant exemption

or extension

131.—(1)    The obligation to comply with this Division extends to all natural persons,

whether resident in Singapore or not and whether citizens of Singapore or not, and to all

entities, whether formed, constituted or carrying on business in Singapore or not.

(2)  This Division extends to acts done or omitted to be done outside Singapore.

(3)    The Authority may exempt any person or class of persons from any or all of the

provisions of this Division.

(4)  The Authority may by notice in writing impose on a person exempted under subsection

(3), or by regulations impose on a class of persons exempted under that subsection, such

conditions or restrictions as the Authority thinks fit and the person or persons shall comply with

such conditions or restrictions.

(5)  Any person who contravenes any condition or restriction imposed under subsection (4)

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.

(6)  The Authority may, on the application of a person required to give a notice under this

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(a)

(b)

(i)

(ii)

(a)

(i)

(ii)

(b)

(i)

(ii)

(c)

(i)

(ii)

(d)

Division, in its discretion, extend, or further extend, the time for giving the notice.

Authority may extend scope of Division in certain cir cumstances

132.  The Authority may, if it thinks it is necessary in the interests of the public or a section

of the public, to protect investors, or to enhance market transparency, by regulations extend,

with or without modifications or adaptations, the provisions of this Division ––

to any person, class of persons, securities, interests in securities, or class of securities

or interests in securities, other than the persons, securities or interests in securities to

which this Division applies;

to require the disclosure of interests in any entity, arrangement or trust other than a

corporation,

and the provisions of this Division shall apply accordingly.

Subdivision (1) —Disclosure by directors and chief

executive officer of corporation

Duty of dir ector or chief executive officer to notify cor por ation of his inter ests

133.—(1)   Every director and chief executive officer of a corporation shall give notice in

writing to the corporation of particulars of —

shares in ––

the corporation; or

a related corporation of the corporation,

which he holds, or in which he has an interest and the nature and extent of that

interest;

debentures of —

the corporation; or

a related corporation of the corporation,

which he holds, or in which he has an interest and the nature and extent of that

interest;

his rights or options, or rights or options of his and another person or other persons,

in respect of the acquisition or disposal of shares in or debentures of —

the corporation; or

a related corporation of the corporation;

contracts to which he is a party, or under which he is entitled to a benefit, being

contracts under which a person has a right to call for or to make delivery of shares

in ––

the corporation; or

a related corporation of the corporation;

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(i)

(ii)

(e)

(f)

(g)

(a)

(i)

(A)

(B)

(ii)

(b)

(a)

(b)

(a)

participatory interests made available by —

the corporation; or

a related corporation of the corporation,

which he holds, or in which he has an interest and the nature and extent of that

interest;

such other securities as the Authority may prescribe, which are held, whether directly

or indirectly, by him, or in which he has an interest and the nature and extent of that

interest; and

any change in respect of the particulars of any matter referred to in paragraphs (a) to

(f).

(2)    Paragraphs (a)(ii), (b)(ii), (c)(ii), (d)(ii), (e) and (g) (in respect of a change in the

particulars of any matter referred to in paragraphs (a)(ii), (b)(ii), (c)(ii), (d)(ii) and (e)) of

subsection (1) shall only apply to a director of a corporation which is a company.

(3)  A notice under subsection (1) —

shall be in such form and shall contain such information as the Authority may

prescribe; and

shall be given —

in the case of a notice under subsection (1)(g), within 2 business days after

the director or chief executive officer becomes aware of the change; or

in any other case, within 2 business days after —

the date on which the director or chief executive officer becomes

such a director or chief executive officer; or

the date on which the director or chief executive officer becomes a

holder of, or acquires an interest in, the shares, debentures, rights,

options, contracts, participatory interests or other securities referred

to in subsection (1),

whichever last occurs.

(4)  For the purposes of this section ––

a director or chief executive officer of a corporation shall be deemed to have an

interest in securities referred to in subsection (1) if a family member of the director or

chief executive officer (not being himself a director or chief executive officer of the

corporation), as the case may be, holds or has an interest in those securities; and

any contract entered into by, any assignment or right of subscription made or

exercised by, or any grant made to, a family member of a director or chief executive

officer of a corporation (not being himself a director or chief executive officer of the

corporation) shall be deemed to have been entered into by, made or exercised by or

made to the director or chief executive officer.

(5)  In this section ––

a reference to a participatory interest is a reference to a unit in a collective investment
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(b)

(a)

(b)

(c)

(a)

(b)

(a)

(b)

scheme; and

a reference to a person who holds or acquires participatory interests or other

securities referred to in subsection (1), or an interest in shares, debentures,

participatory interests or other securities referred to in that subsection, includes a

reference to a person who under an option holds or acquires a right to acquire or

dispose of the participatory interests or securities, or the interest in shares,

debentures, participatory interests or securities.

(6)    In this section, “family member” means a spouse, or a son, adopted son, step-son,

daughter, adopted daughter or step-daughter below the age of 21 years.

Penalties under this Subdivision

134.—(1)  Any director or chief executive officer of a corporation who —

intentionally or recklessly contravenes section 133(1)(a)(i), (b)(i), (c)(i), (d)(i) or (f),

or section 133(1)(g) in respect of a change in the particulars of any matter referred to

in section 133(1)(a)(i), (b)(i), (c)(i), (d)(i) and (f);

intentionally or recklessly contravenes section 133(3) in respect of a notice of the

particulars of any matter referred to in section 133(1)(a)(i), (b)(i), (c)(i), (d)(i) and (f)

or of a change in any of those particulars; or

in purported compliance with section 133(1)(a)(i), (b)(i), (c)(i), (d)(i) or (f), or section

133(1)(g) in respect of a change in the particulars of any matter referred to in section

133(1)(a)(i), (b)(i), (c)(i), (d)(i) and (f), furnishes any information which he knows is

false or misleading in a material particular or is reckless as to whether it is,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000

or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing

offence, to a further fine not exceeding $25,000 for every day or part thereof during which the

offence continues after conviction.

(2)  Any director or chief executive officer of a corporation who —

contravenes section 133(1) or (3); or

in purported compliance with section 133, furnishes any information which is false or

misleading in a material particular,

in circumstances other than as set out in subsection (1) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to

a further fine not exceeding $2,500 for every day or part thereof during which the offence

continues after conviction.

(3)  No proceedings shall be instituted against a person for an offence under this section after

––

a court has made an order against him for the payment of a civil penalty under section

137ZD in respect of the same contravention; or

he has entered into an agreement with the Authority to pay, with or without

admission of liability, a civil penalty under section 137ZD(4), in respect of the same

contravention.

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(a)

(b)

(c)

(a)

(b)

Subdivision (2) —Disclosure by substantial shareholders

in corporation

Duty of substantial shar eholder to notify cor por ation of his inter ests

135.—(1)  A person who is or (if he has ceased to be one) had been a substantial shareholder

in a corporation shall give notice in writing to the corporation of particulars of the voting shares

in the corporation in which he has or had an interest or interests and the nature and extent of

that interest or those interests.

(2)  A notice under subsection (1) —

shall be in such form and shall contain such information as the Authority may

prescribe;

shall be given within 2 business days after the person becomes aware that he is or (if

he has ceased to be one) had been a substantial shareholder; and

shall be given notwithstanding that the person has ceased to be a substantial

shareholder before the expiration of the period referred to in paragraph (b).

Duty of substantial shar eholder to notify cor por ation of change in inter ests

136.—(1)  Where there is a change in the percentage level of the interest or interests of a

substantial shareholder in a corporation in voting shares in the corporation, the substantial

shareholder shall give notice in writing to the corporation within 2 business days after he

becomes aware of the change.

(2)  A notice under subsection (1) shall be in such form and shall contain such information as

the Authority may prescribe.

(3)    In subsection (1), “percentage level”, in relation to a substantial shareholder in a

corporation, means the percentage figure ascertained by expressing the total votes attached to

all the voting shares in which the substantial shareholder has an interest or interests immediately

before or (as the case may be) immediately after the relevant time, as a percentage of the total

votes attached to —

all the voting shares (excluding treasury shares) in the corporation; or

where the share capital of the corporation is divided into 2 or more classes of shares,

all the voting shares (excluding treasury shares) in the class concerned,

and, if it is not a whole number, rounding that figure down to the next whole number.

Duty of per son who ceases to be substantial shar eholder to notify cor por ation

137.—(1)  A person who ceases to be a substantial shareholder in a corporation shall give

notice in writing to the corporation within 2 business days after he becomes aware that he has

ceased to be a substantial shareholder.

(2)  A notice under subsection (1) shall be in such form and shall contain such information as

the Authority may prescribe.

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(a)

(b)

Beneficial owner to ensur e notification by per son who holds, acquir es or disposes of

inter ests on his behalf

137A.    Where a person authorises another person to hold, acquire or dispose of, on his

behalf, voting shares or an interest or interests in voting shares in a corporation, he shall take

reasonable steps to ensure that the second-mentioned person notifies him as soon as practicable

and, in any case, no later than 2 business days after any acquisition or disposal of any of those

voting shares or interest or interests in voting shares effected by the second-mentioned person

on his behalf which will or may give rise to any duty on the part of the first-mentioned person

to give notice under this Subdivision.

Notification by per son who holds, acquir es or disposes of inter ests for benefit of another

per son

137B.  Where a person holds voting shares in a corporation, being voting shares in which

another person has an interest, he shall give to the second-mentioned person a notice of any

acquisition or disposal of any of those shares effected by him, in such form as the Authority

may prescribe, as soon as practicable and, in any case, no later than 2 business days after

acquiring or disposing of the shares.

Cor por ation to keep r egister of substantial shar eholder s

137C.—(1)  A corporation shall keep a register in which it shall immediately enter —

the names of persons from whom it has received a notice under section 135; and

against each name so entered, the information given in the notice and, where it

receives a notice under section 136 or 137, the information given in that notice.

(2)  The corporation shall keep the register at its registered office or, if the corporation does

not have a registered office, at its principal place of business in Singapore and the register shall

be open for inspection by a member of the corporation without charge, and by any other person

on payment for each inspection of a sum of $2 or such lesser sum as the corporation requires.

(3)  A person may request the corporation to furnish him with a copy of the register or any

part of the register on payment in advance of a sum of $1 or such lesser sum as the corporation

requires for every page or part thereof required to be copied, and the corporation shall send the

copy to that person within 14 days, or such longer period as the Authority may allow in any

particular case, after the day on which the corporation received the request.

(4)  The Authority may at any time in writing require the corporation to furnish it with a copy

of the register or any part of the register and the corporation shall send the copy to the Authority

within 7 days after the day on which the corporation received the requirement.

(5)  Any corporation which fails to comply with subsection (1), (2), (3) or (4) 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.

(6)  A corporation is not, by reason of anything done under this Subdivision —

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(a)

(b)

(a)

(b)

(i)

(ii)

(a)

(b)

(a)

(b)

to be taken for any purpose of the Companies Act (Cap. 50) to have notice of; or

to be put upon inquiry as to,

a right of a person to or in relation to a share in the corporation.

Penalties under this Subdivision

137D.—(1)  Any person who —

intentionally or recklessly contravenes section 135, 136(1) or (2), 137, 137A or

137B; or

in purported compliance with section 135, 136, 137 or 137B, furnishes any

information which he knows is false or misleading in a material particular or is

reckless as to whether it is,

shall be guilty of an offence and shall —

in the case of an individual, be liable on conviction to a fine not exceeding $250,000

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 $25,000 for every day or part

thereof during which the offence continues after conviction; or

in the case of a corporation, 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 thereof during which the offence continues after conviction.

(2)  Any person who —

contravenes section 135, 136(1) or (2), 137, 137A or 137B; or

in purported compliance with section 135, 136, 137 or 137B, furnishes any

information which is false or misleading in a material particular,

in circumstances other than as set out in subsection (1) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to

a further fine not exceeding $2,500 for every day or part thereof during which the offence

continues after conviction.

(3)  No proceedings shall be instituted against a person for an offence under this section after

––

a court has made an order against him for the payment of a civil penalty under section

137ZD in respect of the same contravention; or

he has entered into an agreement with the Authority to pay, with or without

admission of liability, a civil penalty under section 137ZD(4), in respect of the same

contravention.

Power s of court with r espect to non-compliance by substantial shar eholder s

137E.—(1)  Where a person is or has been a substantial shareholder in a corporation and has

failed to comply with section 135, 136 or 137, a court may, on the application of the Authority,

whether or not that failure still continues, make one or more of the following orders:

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(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(a)

an order restraining the substantial shareholder from disposing of any interest in

shares in the corporation in which he is or has been a substantial shareholder;

an order restraining a person who is, or is entitled to be the holder of the shares

referred to in paragraph (a) from disposing of any interest in those shares;

an order restraining the exercise by any person of any voting or other rights attached

to any share in the corporation in which the substantial shareholder has or has had an

interest;

an order directing the corporation not to make payment, or to defer making payment,

of any sum due from the corporation in respect of any share in which the substantial

shareholder has or has had an interest;

an order directing the sale of any or all of the shares in the corporation in which the

substantial shareholder has or has had an interest;

an order directing the corporation not to register or cause to be registered in the

register of members the transfer or transmission of shares specified by the court;

an order directing the Depository (within the meaning of section 130A of the

Companies Act (Cap. 50)) or any depository corporation not to register or cause to be

registered the transfer or transmission of any shares or interest in shares in the

corporation specified by the court;

an order that any exercise by any person of the voting or other rights attached to

shares in the corporation specified by the court in which the substantial shareholder

has or has had an interest be disregarded;

for the purposes of securing compliance with any other order made under this section,

an order directing the corporation or any other person to do or refrain from doing an

act specified by the court.

(2)    Any order made under this section may include such ancillary or consequential

provisions as the court thinks just.

(3)  An order made under this section directing the sale of any share may provide that the

sale shall be made within such time and subject to such conditions, if any, as the court thinks fit,

including, if the court thinks fit, a condition that the sale shall not be made to a person who is,

or, as a result of the sale, would become a substantial shareholder in the corporation.

(4)  Where a share is not sold in accordance with an order of the court under this section, the

Authority may apply to the court for directions, including directions as to who the unsold share

is to vest in.

(5)  The court shall, before making an order under this section and in determining the terms

of such an order, satisfy itself, so far as it can reasonably do so, that the order would not

unfairly prejudice any person.

(6)  The court shall not make an order under this section, other than an order restraining the

exercise of voting rights, if it is satisfied —

that the failure of the substantial shareholder to comply as mentioned in subsection

(1) was due to his inadvertence or mistake or to his not being aware of a relevant fact

or occurrence; and
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(b)

(a)

(b)

(a)

(b)

that in all the circumstances, the failure ought to be excused.

(7)    The court may, before making an order under this section, direct that notice of the

application be given to such persons as it thinks fit or direct that notice of the application be

published in such manner as it thinks fit, or both.

(8)    The court may rescind, vary or discharge an order made by it under this section or

suspend the operation of such an order.

(9)  Any person who contravenes an order made under this section that is applicable to him

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.

(10)  Subsection (9) does not affect the powers of the court in relation to the punishment of

contempt of the court.

Power of cor por ation to r equir e disclosur e of beneficial inter est in its voting shar es

137F.—(1)  Any corporation may by notice in writing require any member of the corporation

within such reasonable time as is specified in the notice —

to inform it whether he holds any voting shares in the corporation as beneficial owner

or as trustee; and

if he holds them as trustee, to indicate so far as he can the persons for whom he holds

them (either by name or by other particulars sufficient to enable those persons to be

identified) and the nature of their interest.

(2)    Where a corporation is informed pursuant to a notice given to any person under

subsection (1) or under this subsection that any other person has an interest in any of the voting

shares in the corporation, the corporation may by notice in writing require that other person

within such reasonable time as is specified in the notice —

to inform it whether he holds that interest as beneficial owner or as trustee; and

if he holds it as trustee, to indicate so far as he can the persons for whom he holds it

(either by name or by other particulars sufficient to enable them to be identified) and

the nature of their interest.

(3)    Any corporation may by notice in writing require any member of the corporation to

inform it, within such reasonable time as is specified in the notice, whether any of the voting

rights carried by any voting shares in the corporation held by him are the subject of an

agreement or arrangement under which another person is entitled to control his exercise of those

rights and, if so, to give particulars of the agreement or arrangement and the parties to it.

(4)  The notice referred to in subsection (1), (2) or (3) shall contain such other information as

may be prescribed by the Authority, and the delivery of such notice shall comply with such

requirements as may be prescribed by the Authority.

(5)  Any person to whom a notice is issued under subsection (1), (2) or (3) shall comply with

that notice.

(6)  Whenever a corporation receives information from a person pursuant to a requirement

imposed on him under this section with respect to shares held by a member of the corporation, it

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(a)

(b)

(a)

(b)

(i)

(ii)

(a)

(b)

(a)

(b)

shall be under an obligation to inscribe against the name of that member in a separate part of the

register kept by it under section 137C —

the fact that the requirement was imposed and the date on which it was imposed; and

the information received pursuant to the requirement.

(7)  Section 137C shall apply in relation to the part of the register referred to in subsection

(6) as it applies in relation to the remainder of the register and as if references to subsection (1)

of that section included references to subsection (6).

(8)  Any person who —

intentionally or recklessly contravenes subsection (5); or

in purported compliance with subsection (5), furnishes any information which he

knows is false or misleading in a material particular or is reckless as to whether it is,

shall be guilty of an offence and shall —

in the case of an individual, be liable on conviction to a fine not exceeding $250,000

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 $25,000 for every day or part

thereof during which the offence continues after conviction; or

in the case of a corporation, 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 thereof during which the offence continues after conviction.

(9)  Any person who —

contravenes subsection (5); or

in purported compliance with subsection (5), furnishes any information which is false

or misleading in a material particular,

in circumstances other than as set out in subsection (8) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to

a further fine not exceeding $2,500 for every day or part thereof during which the offence

continues after conviction.

(10)  A person shall not be guilty of an offence under subsection (8)(a) or (9)(a) if he proves

that the information in question was already in the possession of the corporation or that the

requirement to give it was for any other reason frivolous or vexatious.

(11)  No proceedings shall be instituted against a person for an offence under this section

after ––

a court has made an order against him for the payment of a civil penalty under section

137ZD in respect of the same contravention; or

he has entered into an agreement with the Authority to pay, with or without

admission of liability, a civil penalty under section 137ZD(4), in respect of the same

contravention.

Subdivision (3) —Disclosure by corporation

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(a)

(b)

(a)

(b)

(a)

(b)

(a)

(b)

(c)

Duty of cor por ation to make disclosur e

137G.—(1)  Where a corporation has been notified in writing by —

a director or chief executive officer of the corporation pursuant to a requirement

imposed on him under section 133(1)(a)(i), (b)(i), (c)(i), (d)(i) or (f), or under section

133(1)(g) in respect of a change in the particulars of any matter referred to in section

133(1)(a)(i), (b)(i), (c)(i), (d)(i) and (f); or

a substantial shareholder in the corporation pursuant to a requirement imposed on

him under section 135, 136 or 137,

the corporation shall announce or otherwise disseminate the information stated in the notice to

the securities market operated by the securities exchange on whose official list any or all of the

shares of the corporation are listed, as soon as practicable and in any case, no later than the end

of the business day following the day on which the corporation received the notice.

(2)  The corporation shall announce or otherwise disseminate the information in such form

and manner as the Authority may prescribe.

(3)  Any corporation that —

intentionally or recklessly contravenes subsection (1) or (2); or

in purported compliance with this section, announces or disseminates any

information knowing that it is false or misleading in a material particular or reckless

as to whether it is,

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 thereof during which the offence continues after conviction.

(4)  Any corporation that —

contravenes subsection (1) or (2); or

in purported compliance with this section, announces or disseminates any

information that is false or misleading in a material particular,

in circumstances other than as set out in subsection (3) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to

a further fine not exceeding $2,500 for every day or part thereof during which the offence

continues after conviction.

(5)  Where an offence has been committed by a corporation under subsection (3) or (4), any

officer of the corporation who —

causes the corporation to contravene subsection (1);

announces or disseminates, or permits or authorises the announcement or

dissemination of, the information that is false or misleading in a material particular;

or

announces or disseminates, or permits or authorises the announcement or

dissemination of the information in contravention of subsection (2),

shall —
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(i)

(ii)

(a)

(b)

(a)

(b)

if he had acted intentionally or recklessly, or with knowledge that the information so

announced or disseminated is false or misleading in a material particular or is

reckless as to whether it is, be guilty of an offence and be liable on conviction to a

fine not exceeding $250,000 or to imprisonment for a term not exceeding 2 years or

to both; or

if he had acted negligently, be guilty of an offence and be liable on conviction to a

fine not exceeding $25,000.

(6)  In this section, “officer” means a director, member of the committee of management,

chief executive officer, manager, secretary or other similar officer of the corporation, and

includes a person purporting to act in any such capacity.

(7)  No proceedings shall be instituted against a person for an offence under this section after

––

a court has made an order against him for the payment of a civil penalty under section

137ZD in respect of the same contravention; or

he has entered into an agreement with the Authority to pay, with or without

admission of liability, a civil penalty under section 137ZD(4), in respect of the same

contravention.

Division 2 —Disclosure of Interest in Business Trust and

Interest in Trustee-Manager of Business Trust

Application and inter pr etation of this Division

137H.—(1)   This section shall have effect for the purposes of this Division but shall not

prejudice the operation of any other provision of this Act.

(2)  A reference to a registered business trust is a reference to a registered business trust any

or all of the units in which are listed for quotation on the official list of a securities exchange.

(3)  A reference to a recognised business trust is a reference to a recognised business trust

any or all of the units in which are listed for quotation on the official list of a securities

exchange, such listing being a primary listing.

(4)  For the avoidance of doubt, section 4 shall apply for the purpose of determining whether

a person has an interest in securities under this Division.

(5)  Section 130(6) and (7) shall apply for the purposes of —

sections 135(2)(b), 136(1) and 137(1) as applied by section 137J(1); and

sections 137L(6), 137N(2)(b)(i), 137P(1) and 137R(1),

as they apply for the purposes of sections 133(3)(b)(i), 135(2)(b), 136(1), 137(1) and 137E(6).

Per sons obliged to comply with this Division and power of Authority to gr ant exemption

or extension

137I.—(1)    The obligation to comply with this Division extends to all natural persons,

whether resident in Singapore or not and whether citizens of Singapore or not, and to all

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(a)

(b)

(c)

(a)

(b)

(i)

entities, whether formed, constituted or carrying on business in Singapore or not.

(2)  This Division extends to acts done or omitted to be done outside Singapore.

(3)    The Authority may exempt any person or class of persons from any or all of the

provisions of this Division.

(4)  The Authority may by notice in writing impose on a person exempted under subsection

(3), or by regulations impose on a class of persons exempted under that subsection, such

conditions or restrictions as the Authority thinks fit and the person or persons shall comply with

such conditions or restrictions.

(5)  Any person who contravenes any condition or restriction imposed under subsection (4)

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.

(6)  The Authority may, on the application of a person required to give a notice under this

Division, in its discretion, extend, or further extend, the time for giving the notice.

Subdivision (1) —Disclosure by substantial unitholders

of business trust

Duty of substantial unitholder to notify tr ustee-manager of his inter ests

137J.—(1)  Sections 135 to 137B shall apply, with such modifications and qualifications as

may be necessary, to a person who is a substantial unitholder of a registered business trust or

recognised business trust as though —

references to the corporation to which notification should be given were references to

the trustee-manager of the business trust;

references to shares or voting shares in the corporation were references to units or

voting units in the business trust; and

references to a substantial shareholder in the corporation were references to a

substantial unitholder of the business trust,

and such person shall comply with those provisions accordingly.

(2)  Any person to whom subsection (1) applies who —

intentionally or recklessly contravenes section 135, 136(1) or (2), 137, 137A or 137B

as applied by subsection (1); or

in purported compliance with section 135, 136, 137 or 137B as applied by subsection

(1), furnishes any information which he knows is false or misleading in a material

particular or is reckless as to whether it is,

shall be guilty of an offence and shall —

in the case of an individual, be liable on conviction to a fine not exceeding $250,000

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 $25,000 for every day or part

thereof during which the offence continues after conviction; or

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(ii)

(a)

(b)

(a)

(b)

(a)

(b)

in the case of a corporation, 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 thereof during which the offence continues after conviction.

(3)  Any person to whom subsection (1) applies who —

contravenes section 135, 136(1) or (2), 137, 137A or 137B as applied by subsection

(1); or

in purported compliance with section 135, 136, 137 or 137B as applied by subsection

(1), furnishes any information which is false or misleading in a material particular,

in circumstances other than as set out in subsection (2) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to

a further fine not exceeding $2,500 for every day or part thereof during which the offence

continues after conviction.

(4)  No proceedings shall be instituted against a person for an offence under this section after

—

a court has made an order against him for the payment of a civil penalty under section

137ZD in respect of the same contravention; or

he has entered into an agreement with the Authority to pay, with or without

admission of liability, a civil penalty under section 137ZD(4), in respect of the same

contravention.

Tr ustee-manager to keep r egister of substantial unitholder s

137K.—(1)  The trustee-manager of a registered business trust or recognised business trust

shall keep a register in which it shall immediately enter —

the names of persons from whom it has received a notice under section 135 as

applied by section 137J(1); and

against each name so entered, the information given in the notice and, where it

receives a notice under section 136 or 137 as applied by section 137J(1), the

information given in that notice.

(2)    The trustee-manager shall keep the register at its registered office or, if the trusteemanager does not have a registered office, at its principal place of business in Singapore, and

the register shall be open for inspection by a unitholder of the business trust without charge and

by any other person on payment for each inspection of a sum of $2 or such lesser sum as the

trustee-manager requires.

(3)  A person may request the trustee-manager to furnish him with a copy of the register or

any part of the register on payment in advance of a sum of $1 or such lesser sum as the trusteemanager requires for every page or part thereof required to be copied, and the trustee-manager

shall send the copy to that person within 14 days, or such longer period as the Authority may

allow in any particular case, after the day on which the trustee-manager received the request.

(4)  The Authority may at any time in writing require the trustee-manager to furnish it with a

copy of the register or any part of the register and the trustee-manager shall send the copy to the

Authority within 7 days after the day on which the trustee-manager received the requirement.

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(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(5)  Any trustee-manager which fails to comply with subsection (1), (2), (3) or (4) 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.

Power s of court with r espect to non-compliance by substantial unitholder s

137L.—(1)  Where a person is or has been a substantial unitholder of a registered business

trust or recognised business trust and has failed to comply with section 135, 136 or 137 as

applied by section 137J(1), a court may, on the application of the Authority, whether or not that

failure still continues, make one or more of the following orders:

an order restraining the substantial unitholder from disposing of any interest in units

in the business trust of which he is or has been a substantial unitholder;

an order restraining a person who is, or is entitled to be, the holder of the units

referred to in paragraph (a) from disposing of any interest in those units;

an order restraining the exercise by any person of any voting or other rights attached

to any unit in the business trust in which the substantial unitholder has or has had an

interest;

an order directing the trustee-manager of the business trust not to make payment, or

to defer making payment, out of the property of the business trust of any sum due in

respect of any unit in which the substantial unitholder has or has had an interest;

an order directing the sale of any or all of the units in the business trust in which the

substantial unitholder has or has had an interest;

an order directing the trustee-manager of the business trust not to register or cause to

be registered in the register of unitholders the transfer or transmission of units

specified by the court;

an order directing the Depository (within the meaning of section 130A of the

Companies Act (Cap. 50)) or any depository corporation not to register or cause to be

registered the transfer or transmission of any units or interest in units in the business

trust specified by the court;

an order that any exercise by any person of the voting or other rights attached to units

in the business trust specified by the court in which the substantial unitholder has or

has had an interest be disregarded;

for the purposes of securing compliance with any other order made under this section,

an order directing the trustee-manager of the business trust or any other person to do

or refrain from doing an act specified by the court.

(2)    Any order made under this section may include such ancillary or consequential

provisions as the court thinks just.

(3)  An order made under this section directing the sale of any unit may provide that the sale

shall be made within such time and subject to such conditions, if any, as the court thinks fit,

including, if the court thinks fit, a condition that the sale shall not be made to a person who is,

or, as a result of the sale, would become a substantial unitholder of the business trust.

(4)  Where a unit is not sold in accordance with an order of the court under this section, the

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(a)

(b)

(a)

(b)

(a)

(b)

Authority may apply to the court for directions, including directions as to who the unsold unit is

to vest in.

(5)  The court shall, before making an order under this section and in determining the terms

of such an order, satisfy itself, so far as it can reasonably do so, that the order would not

unfairly prejudice any person.

(6)  The court shall not make an order under this section, other than an order restraining the

exercise of voting rights, if it is satisfied —

that the failure of the substantial unitholder to comply as mentioned in subsection (1)

was due to his inadvertence or mistake or to his not being aware of a relevant fact or

occurrence; and

that in all the circumstances, the failure ought to be excused.

(7)    The court may, before making an order under this section, direct that notice of the

application be given to such persons as it thinks fit or direct that notice of the application be

published in such manner as it thinks fit, or both.

(8)    The court may rescind, vary or discharge an order made by it under this section or

suspend the operation of such an order.

(9)  Any person who contravenes an order made under this section that is applicable to him

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.

(10)  Subsection (9) does not affect the powers of the court in relation to the punishment of

contempt of the court.

Power of tr ustee-manager to r equir e disclosur e of beneficial inter est in voting units

137M.—(1)  The trustee-manager of a registered business trust or recognised business trust

may by notice in writing require any unitholder of the business trust within such reasonable

time as is specified in the notice —

to inform it whether he holds any voting units in the business trust as beneficial

owner or as trustee; and

if he holds them as trustee, to indicate so far as he can the persons for whom he holds

them (either by name or by other particulars sufficient to enable those persons to be

identified) and the nature of their interest.

(2)  Where the trustee-manager of a registered business trust or recognised business trust is

informed pursuant to a notice given to any person under subsection (1) or under this subsection

that any other person has an interest in any of the voting units in the business trust, the trusteemanager may by notice in writing require that other person within such reasonable time as is

specified in the notice —

to inform it whether he holds that interest as beneficial owner or as trustee; and

if he holds it as trustee, to indicate so far as he can the persons for whom he holds it

(either by name or by other particulars sufficient to enable them to be identified) and

the nature of their interest.

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(a)

(b)

(a)

(b)

(i)

(ii)

(a)

(b)

(3)  The trustee-manager of a registered business trust or recognised business trust may by

notice in writing require any unitholder of the business trust to inform it, within such reasonable

time as is specified in the notice, whether any of the voting rights carried by any voting units in

the business trust held by him are the subject of an agreement or arrangement under which

another person is entitled to control his exercise of those rights and, if so, to give particulars of

the agreement or arrangement and the parties to it.

(4)  The notice referred to in subsection (1), (2) or (3) shall contain such other information as

may be prescribed by the Authority, and the delivery of such notice shall comply with such

requirements as may be prescribed by the Authority.

(5)  Any person to whom a notice is issued under subsection (1), (2) or (3) shall comply with

that notice.

(6)  Whenever the trustee-manager of a registered business trust or recognised business trust

receives information from a person pursuant to a requirement imposed on him under this section

with respect to units held by a unitholder of the business trust, it shall be under an obligation to

inscribe against the name of that unitholder in a separate part of the register kept by it under

section 137K —

the fact that the requirement was imposed and the date on which it was imposed; and

the information received pursuant to the requirement.

(7)  Section 137K shall apply in relation to the part of the register referred to in subsection

(6) as it applies in relation to the remainder of the register and as if references to subsection (1)

of that section included references to subsection (6).

(8)  Any person who —

intentionally or recklessly contravenes subsection (5); or

in purported compliance with subsection (5), furnishes any information which he

knows is false or misleading in a material particular or is reckless as to whether it is,

shall be guilty of an offence and shall —

in the case of an individual, be liable on conviction to a fine not exceeding $250,000

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 $25,000 for every day or part

thereof during which the offence continues after conviction; or

in the case of a corporation, 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 thereof during which the offence continues after conviction.

(9)  Any person who —

contravenes subsection (5); or

in purported compliance with subsection (5), furnishes any information which is false

or misleading in a material particular,

in circumstances other than as set out in subsection (8) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to

a further fine not exceeding $2,500 for every day or part thereof during which the offence

continues after conviction.
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(a)

(b)

(a)

(b)

(c)

(d)

(a)

(i)

(A)

(B)

(ii)

(b)

(10)  A person shall not be guilty of an offence under subsection (8)(a) or (9)(a) if he proves

that the information in question was already in the possession of the trustee-manager of the

registered business trust or recognised business trust, or that the requirement to give it was for

any other reason frivolous or vexatious.

(11)  No proceedings shall be instituted against a person for an offence under this section

after ––

a court has made an order against him for the payment of a civil penalty under section

137ZD in respect of the same contravention; or

he has entered into an agreement with the Authority to pay, with or without

admission of liability, a civil penalty under section 137ZD(4), in respect of the same

contravention.

Subdivision (2) —Disclosure by directors and chief executive

officer of trustee-manager of business trust

Duty of dir ector and chief executive officer of tr ustee-manager to notify his inter ests

137N.—(1)  Every director and chief executive officer of the trustee-manager of a registered

business trust or recognised business trust shall give notice in writing to the trustee-manager of

particulars of —

units or derivatives of units in the business trust, being units or derivatives of units

held by him, or in which he has an interest and the nature and extent of that interest;

debentures or units of debentures of the business trust which are held by him, or in

which he has an interest and the nature and extent of that interest;

such other securities as the Authority may prescribe which are held, whether directly

or indirectly, by him, or in which he has an interest and the nature and extent of that

interest; and

any change in respect of the particulars of any matter referred to in paragraphs (a),

(b) and (c).

(2)  A notice under subsection (1) —

shall be in such form and shall contain such information as the Authority may

prescribe; and

shall be given —

in the case of a notice under subsection (1)(d), within 2 business days after

the director or chief executive officer becomes aware of the change; or

in any other case, within 2 business days after —

the date on which the director or chief executive officer becomes

such a director or chief executive officer; or

the date on which the director or chief executive officer becomes a

holder of, or acquires an interest in, the units, derivatives of units,

debentures, units of debentures or other securities referred to in

subsection (1),

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(a)

(b)

(a)

(b)

(a)

(b)

whichever last occurs.

(3)  For the purposes of this section, a director or chief executive officer of a trustee-manager

shall be deemed to have an interest in securities referred to in subsection (1) if a family member

of the director or chief executive officer (not being himself a director or chief executive officer

of the trustee-manager), as the case may be, has an interest in those securities.

(4)  In this section —

“family member” means a spouse, or a son, adopted son, step-son, daughter, adopted

daughter or step-daughter below the age of 21 years;

“unit”, in relation to a debenture, means any right or interest, whether legal or equitable,

in the debenture, by whatever name called, and includes any option to acquire any

such right or interest in the debenture.

Penalties under this Subdivision

137O.—(1)  Any director or chief executive officer of the trustee-manager of a registered

business trust or recognised business trust who —

intentionally or recklessly contravenes section 137N(1) or (2); or

in purported compliance with section 137N, furnishes any information which he

knows is false or misleading in a material particular or is reckless as to whether it is,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000

or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing

offence, to a further fine not exceeding $25,000 for every day or part thereof during which the

offence continues after conviction.

(2)  Any director or chief executive officer of the trustee-manager of a registered business

trust or recognised business trust who —

contravenes section 137N(1) or (2); or

in purported compliance with section 137N, furnishes any information which is false

or misleading in a material particular,

in circumstances other than as set out in subsection (1) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to

a further fine not exceeding $2,500 for every day or part thereof during which the offence

continues after conviction.

(3)  No proceedings shall be instituted against a person for an offence under this section after

––

a court has made an order against him for the payment of a civil penalty under section

137ZD in respect of the same contravention; or

he has entered into an agreement with the Authority to pay, with or without

admission of liability, a civil penalty under section 137ZD(4), in respect of the same

contravention.

Subdivision (3) —Disclosure by holders of voting shares in

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(a)

(b)

(a)

(b)

(i)

(ii)

(a)

(b)

trustee-manager

Duty of holder s of voting shar es in tr ustee-manager to notify tr ustee-manager

137P.—(1)  Where the percentage of interest of a person in the voting shares in a trusteemanager of a registered business trust or recognised business trust reaches, crosses or falls

below 15%, 30%, 50% or 75%, he shall give notice in writing to the trustee-manager within 2

business days after he becomes aware of this.

(2)  A notice under subsection (1) shall be in such form and shall contain such information as

the Authority may prescribe.

(3)  In subsection (1), the percentage of interest of a person in the voting shares in a trusteemanager of a registered business trust or recognised business trust is ascertained by expressing

the total votes attached to all the voting shares in which he has an interest or interests

immediately before or (as the case may be) immediately after the relevant time, as a percentage

of the total votes attached to —

all the voting shares (excluding treasury shares) in the trustee-manager; or

where the share capital of the trustee-manager is divided into 2 or more classes of

shares, all the voting shares (excluding treasury shares) in the class concerned,

and, if it is not a whole number, rounding that figure down to the next whole number.

Penalties under this Subdivision

137Q.—(1)  Any person who —

intentionally or recklessly contravenes section 137P(1) or (2); or

in purported compliance with section 137P, furnishes any information which he

knows is false or misleading in a material particular or is reckless as to whether it is,

shall be guilty of an offence and shall —

in the case of an individual, be liable on conviction to a fine not exceeding $250,000

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 $25,000 for every day or part

thereof during which the offence continues after conviction; or

in the case of a corporation, 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 thereof during which the offence continues after conviction.

(2)  Any person who —

contravenes section 137P(1) or (2); or

in purported compliance with section 137P, furnishes any information which is false

or misleading in a material particular,

in circumstances other than as set out in subsection (1) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to

a further fine not exceeding $2,500 for every day or part thereof during which the offence

continues after conviction.

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(a)

(b)

(a)

(i)

(ii)

(iii)

(b)

(a)

(b)

(a)

(3)  No proceedings shall be instituted against a person for an offence under this section after

––

a court has made an order against him for the payment of a civil penalty under section

137ZD in respect of the same contravention; or

he has entered into an agreement with the Authority to pay, with or without

admission of liability, a civil penalty under section 137ZD(4), in respect of the same

contravention.

Subdivision (4) —Disclosure by trustee-manager

Duty of tr ustee-manager of business tr ust to make disclosur e

137R.—(1)  Where the trustee-manager of a registered business trust or recognised business

trust —

acquires or disposes of interests in units or derivatives of units in, or debentures or

units of debentures of, the business trust; or

has been notified in writing by —

a substantial unitholder of the business trust pursuant to a requirement

imposed on him under section 135, 136 or 137 as applied by section 137J(1);

a director or chief executive officer of the trustee-manager pursuant to a

requirement imposed on him under section 137N; or

a person who holds an interest or interests in voting shares in the trusteemanager pursuant to a requirement imposed on him under section 137P,

the trustee-manager shall announce or otherwise disseminate the particulars of the acquisition or

disposal, or the information stated in the notice it received, as the case may be, to the securities

market operated by the securities exchange on whose official list any or all of the units in the

business trust are listed, as soon as practicable and in any case no later than the end of the

business day following the day on which the trustee-manager became aware of the acquisition

or disposal, or received the notice.

(2)   The trustee-manager shall announce or otherwise disseminate the information in such

form and manner as the Authority may prescribe.

(3)  Any trustee-manager of a registered business trust or recognised business trust that —

intentionally or recklessly contravenes subsection (1) or (2); or

in purported compliance with this section, announces or disseminates any

information which he knows is false or misleading in a material particular or is

reckless as to whether it is,

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 thereof during which the offence continues after conviction.

(4)  Any trustee-manager of a registered business trust or recognised business trust that —

contravenes subsection (1) or (2); or

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(b)

(a)

(b)

(c)

(i)

(ii)

(a)

(b)

in purported compliance with this section, announces or disseminates any

information that is false or misleading in a material particular,

in circumstances other than as set out in subsection (3) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to

a further fine not exceeding $2,500 for every day or part thereof during which the offence

continues after conviction.

(5)  Where an offence has been committed by a trustee-manager under subsection (3) or (4),

any officer of the trustee-manager who —

causes the trustee-manager to contravene subsection (1);

announces or disseminates, or permits or authorises the announcement or

dissemination of, the information that is false or misleading in a material particular;

or

announces or disseminates, or permits or authorises the announcement or

dissemination of the information in contravention of subsection (2),

shall —

if he had acted intentionally or recklessly, or with knowledge that the information so

announced or disseminated is false or misleading in a material particular or is

reckless as to whether it is, be guilty of an offence and be liable on conviction to a

fine not exceeding $250,000 or to imprisonment for a term not exceeding 2 years or

to both; or

if he had acted negligently, be guilty of an offence and be liable on conviction to a

fine not exceeding $25,000.

(6)  In this section, “officer” means a director, member of the committee of management,

chief executive officer, manager, secretary or other similar officer of the trustee-manager, and

includes a person purporting to act in any such capacity.

(7)  No proceedings shall be instituted against a person for an offence under this section after

—

a court has made an order against him for the payment of a civil penalty under section

137ZD in respect of the same contravention; or

he has entered into an agreement with the Authority to pay, with or without

admission of liability, a civil penalty under section 137ZD(4), in respect of the same

contravention.

Division 3 —Disclosure of Interests in Real Estate Investment

Trust and Interests in Shares of Responsible Person

Application and inter pr etation of this Division

137S.—(1)    This section shall have effect for the purposes of this Division but shall not

prejudice the operation of any other provision of this Act.

(2)  In this Division —

“real estate investment trust” means a collective investment scheme that is a trust, that

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(a)

(b)

(a)

(b)

invests primarily in real estate and real estate-related assets specified by the Authority

in the Code on Collective Investment Schemes, and any or all the units in which are

listed, by way of a primary listing, for quotation on the official list of a securities

exchange;

“trustee” means —

in relation to a real estate investment trust authorised under section 286, the

trustee approved under section 289 for the trust; and

in relation to any other real estate investment trust, an entity equivalent to a

trustee referred to in paragraph (a).

(3)  For the avoidance of doubt, section 4 shall apply for the purpose of determining whether

a person has an interest in securities under this Division.

(4)  Section 130(6) and (7) shall apply for the purposes of —

sections 135(2)(b), 136(1) and 137(1) as applied by section 137U(1); and

sections 137W(6), 137Y(2)(b)(i), 137ZA(1) and 137ZC(1),

as they apply for the purposes of sections 133(3)(b)(i), 135(2)(b), 136(1), 137(1) and 137E(6).

Per sons obliged to comply with Division and power of Authority to gr ant exemption or

extension

137T.—(1)    The obligation to comply with this Division extends to all natural persons,

whether resident in Singapore or not and whether citizens of Singapore or not, and to all

entities, whether formed, constituted or carrying on business in Singapore or not.

(2)  This Division extends to acts done or omitted to be done outside Singapore.

(3)    The Authority may exempt any person or class of persons from any or all of the

provisions of this Division.

(4)  The Authority may by notice in writing impose on a person exempted under subsection

(3), or by regulations impose on a class of persons exempted under that subsection, such

conditions or restrictions as the Authority thinks fit and the person or persons shall comply with

such conditions or restrictions.

(5)  Any person who contravenes any condition or restriction imposed under subsection (4)

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.

(6)  The Authority may, on the application of a person required to give a notice under this

Division, in its discretion, extend, or further extend, the time for giving the notice.

Subdivision (1) —Disclosure by substantial unitholders of real

estate investment trust

Duty of substantial unitholder to notify tr ustee and r esponsible per son of his inter ests

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(i)

(ii)

(a)

(b)

(c)

(a)

(b)

(i)

(ii)

(a)

(b)

(a)

137U.—(1)  Sections 135 to 137B shall apply, with such modifications and qualifications as

may be necessary, to a person who is a substantial unitholder of a real estate investment trust as

though —

references to the corporation to which notification should be given were references to

—

the trustee of the real estate investment trust; and

the responsible person for the real estate investment trust;

references to shares or voting shares in the corporation were references to units or

voting units in the real estate investment trust; and

references to a substantial shareholder in the corporation were references to a

substantial unitholder of the real estate investment trust,

and such person shall comply with those provisions accordingly.

(2)  Any person to whom subsection (1) applies who —

intentionally or recklessly contravenes section 135, 136(1) or (2), 137, 137A or 137B

as applied by subsection (1); or

in purported compliance with section 135, 136, 137 or 137B as applied by subsection

(1), furnishes any information which he knows is false or misleading in a material

particular or is reckless as to whether it is,

shall be guilty of an offence and shall —

in the case of an individual, be liable on conviction to a fine not exceeding $250,000

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 $25,000 for every day or part

thereof during which the offence continues after conviction; or

in the case of a corporation, 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 thereof during which the offence continues after conviction.

(3)  Any person to whom subsection (1) applies who —

contravenes section 135, 136(1) or (2), 137, 137A or 137B as applied by subsection

(1); or

in purported compliance with section 135, 136, 137 or 137B as applied by subsection

(1), furnishes any information which is false or misleading in a material particular,

in circumstances other than as set out in subsection (2) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to

a further fine not exceeding $2,500 for every day or part thereof during which the offence

continues after conviction.

(4)  No proceedings shall be instituted against a person for an offence under this section after

––

a court has made an order against him for the payment of a civil penalty under section

137ZD in respect of the same contravention; or
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(b)

(a)

(b)

(a)

(b)

(c)

he has entered into an agreement with the Authority to pay, with or without

admission of liability, a civil penalty under section 137ZD(4), in respect of the same

contravention.

Tr ustee to keep r egister of substantial unitholder s

137V.—(1)  The trustee of a real estate investment trust shall keep a register in which it shall

immediately enter —

the names of persons from whom it has received a notice under section 135 as

applied by section 137U(1); and

against each name so entered, the information given in the notice and, where it

receives a notice under section 136 or 137 as applied by section 137U(1), the

information given in that notice.

(2)  The trustee shall keep the register at its registered office or, if the trustee does not have a

registered office, at its principal place of business in Singapore, and the register shall be open

for inspection by a unitholder of the real estate investment trust without charge and by any other

person on payment for each inspection of a sum of $2 or such lesser sum as the trustee requires.

(3)  A person may request the trustee to furnish him with a copy of the register or any part of

the register on payment in advance of a sum of $1 or such lesser sum as the trustee requires for

every page or part thereof required to be copied, and the trustee shall send the copy to that

person within 14 days, or such longer period as the Authority may allow in any particular case,

after the day on which the trustee received the request.

(4)  The Authority may at any time in writing require the trustee to furnish it with a copy of

the register or any part of the register and the trustee shall send the copy to the Authority within

7 days after the day on which the trustee received the requirement.

(5)  Any trustee which fails to comply with subsection (1), (2), (3) or (4) 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.

Power s of court with r espect to non-compliance by substantial unitholder s

137W.—(1)    Where a person is or has been a substantial unitholder of a real estate

investment trust and has failed to comply with section 135, 136 or 137 as applied by section

137U(1), a court may, on the application of the Authority, whether or not that failure still

continues, make one or more of the following orders:

an order restraining the substantial unitholder from disposing of any interest in units

in the real estate investment trust of which he is or has been a substantial unitholder;

an order restraining a person who is, or is entitled to be, the holder of units referred to

in paragraph (a) from disposing of any interest in those units;

an order restraining the exercise by any person of any voting or other rights attached

to any unit in the real estate investment trust in which the substantial unitholder has

or has had an interest;

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(d)

(e)

(f)

(g)

(h)

(i)

(a)

(b)

an order directing the trustee of the real estate investment trust not to make payment,

or to defer making payment, out of the property of the trust of any sum due in respect

of any unit in which the substantial unitholder has or has had an interest;

an order directing the sale of any or all of the units in the real estate investment trust

in which the substantial unitholder has or has had an interest;

an order directing the trustee of the real estate investment trust not to register or cause

to be registered in the register of unitholders the transfer or transmission of units

specified by the court;

an order directing the Depository (within the meaning of section 130A of the

Companies Act (Cap. 50)) or any depository corporation not to register or cause to be

registered the transfer or transmission of any units or interest in units in the real estate

investment trust specified by the court;

an order that any exercise by any person of the voting or other rights attached to units

in the real estate investment trust specified by the court in which the substantial

unitholder has or has had an interest be disregarded;

for the purposes of securing compliance with any other order made under this section,

an order directing the responsible person for or the trustee of the real estate

investment trust, or any other person, to do or refrain from doing an act specified by

the court.

(2)    Any order made under this section may include such ancillary or consequential

provisions as the court thinks just.

(3)  An order made under this section directing the sale of any unit may provide that the sale

shall be made within such time and subject to such conditions, if any, as the court thinks fit,

including, if the court thinks fit, a condition that the sale shall not be made to a person who is,

or, as a result of the sale, would become a substantial unitholder of the real estate investment

trust.

(4)  Where a unit is not sold in accordance with an order of the court under this section, the

Authority may apply to the court for directions, including directions as to who the unsold unit is

to vest in.

(5)  The court shall, before making an order under this section and in determining the terms

of such an order, satisfy itself, so far as it can reasonably do so, that the order would not

unfairly prejudice any person.

(6)  The court shall not make an order under this section, other than an order restraining the

exercise of voting rights, if it is satisfied —

that the failure of the substantial unitholder to comply as mentioned in subsection (1)

was due to his inadvertence or mistake or to his not being aware of a relevant fact or

occurrence; and

that in all the circumstances, the failure ought to be excused.

(7)    The court may, before making an order under this section, direct that notice of the

application be given to such persons as it thinks fit or direct that notice of the application be

published in such manner as it thinks fit, or both.

(8)    The court may rescind, vary or discharge an order made by it under this section or
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(a)

(b)

(a)

(b)

(a)

(b)

suspend the operation of such an order.

(9)  Any person who contravenes an order made under this section that is applicable to him

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.

(10)  Subsection (9) does not affect the powers of the court in relation to the punishment of

contempt of the court.

Power of tr ustee to r equir e disclosur e of beneficial inter est in voting units

137X.—(1)  The trustee of a real estate investment trust may by notice in writing require any

unitholder of the trust within such reasonable time as is specified in the notice —

to inform it whether he holds any voting units in the trust as beneficial owner or as

trustee; and

if he holds them as trustee, to indicate so far as he can the persons for whom he holds

them (either by name or by other particulars sufficient to enable those persons to be

identified) and the nature of their interest.

(2)  Where the trustee of a real estate investment trust is informed pursuant to a notice given

to any person under subsection (1) or under this subsection that any other person has an interest

in any of the voting units in the trust, the trustee may by notice in writing require that other

person within such reasonable time as is specified in the notice —

to inform it whether he holds that interest as beneficial owner or as trustee; and

if he holds it as trustee, to indicate so far as he can the persons for whom he holds it

(either by name or by other particulars sufficient to enable them to be identified) and

the nature of their interest.

(3)    The trustee of a real estate investment trust may by notice in writing require any

unitholder of the trust to inform it, within such reasonable time as is specified in the notice,

whether any of the voting rights carried by any voting units in the trust held by him are the

subject of an agreement or arrangement under which another person is entitled to control his

exercise of those rights and, if so, to give particulars of the agreement or arrangement and the

parties to it.

(4)  The notice referred to in subsection (1), (2) or (3) shall contain such other information as

may be prescribed by the Authority, and the delivery of such notice shall comply with such

requirements as may be prescribed by the Authority.

(5)  Any person to whom a notice is issued under subsection (1), (2) or (3) shall comply with

that notice.

(6)  Whenever the trustee of a real estate investment trust receives information from a person

pursuant to a requirement imposed on him under this section with respect to units held by a

unitholder of the trust, it shall be under an obligation to inscribe against the name of that

unitholder in a separate part of the register kept by it under section 137V —

the fact that the requirement was imposed and the date on which it was imposed; and

the information received pursuant to the requirement.

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(a)

(b)

(i)

(ii)

(a)

(b)

(a)

(b)

(7)  Section 137V shall apply in relation to the part of the register referred to in subsection

(6) as it applies in relation to the remainder of the register and as if references to subsection (1)

of that section included references to subsection (6).

(8)  Any person who —

intentionally or recklessly contravenes subsection (5); or

in purported compliance with subsection (5), furnishes any information which he

knows is false or misleading in a material particular or is reckless as to whether it is,

shall be guilty of an offence and shall —

in the case of an individual, be liable on conviction to a fine not exceeding $250,000

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 $25,000 for every day or part

thereof during which the offence continues after conviction; or

in the case of a corporation, 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 thereof during which the offence continues after conviction.

(9)  Any person who —

contravenes subsection (5); or

in purported compliance with subsection (5), furnishes any information which is false

or misleading in a material particular,

in circumstances other than as set out in subsection (8) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to

a further fine not exceeding $2,500 for every day or part thereof during which the offence

continues after conviction.

(10)  A person shall not be guilty of an offence under subsection (8)(a) or (9)(a) if he proves

that the information in question was already in the possession of the trustee of the real estate

investment trust, or that the requirement to give it was for any other reason frivolous or

vexatious.

(11)  No proceedings shall be instituted against a person for an offence under this section

after ––

a court has made an order against him for the payment of a civil penalty under section

137ZD in respect of the same contravention; or

he has entered into an agreement with the Authority to pay, with or without

admission of liability, a civil penalty under section 137ZD(4), in respect of the same

contravention.

Subdivision (2) —Disclosure by directors and chief executive

officer of responsible person

Duty of dir ector and chief executive officer of r esponsible per son to notify his inter ests

137Y.—(1)  Every director and chief executive officer of the responsible person for a real

estate investment trust shall give notice in writing to the responsible person of particulars of —

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(a)

(b)

(c)

(d)

(a)

(i)

(A)

(B)

(ii)

(b)

(a)

(b)

units in the trust, being units held by him, or in which he has an interest and the

nature and extent of that interest;

debentures or units of debentures of the trust which are held by him, or in which he

has an interest and the nature and extent of that interest;

such other securities, as the Authority may prescribe, which are held, whether

directly or indirectly, by him, or in which he has an interest and the nature and extent

of that interest; and

any change in respect of the particulars of any matter referred to in paragraphs (a),

(b) and (c).

(2)  A notice under subsection (1) —

shall be in such form and shall contain such information as the Authority may

prescribe; and

shall be given —

in the case of a notice under subsection (1)(d), within 2 business days after

the director or chief executive officer becomes aware of the change; or

in any other case, within 2 business days after —

the date on which the director or chief executive officer becomes

such a director or chief executive officer; or

the date on which the director or chief executive officer becomes a

holder of, or acquires an interest in, the units, debentures, units of

debentures or other securities referred to in subsection (1),

whichever last occurs.

(3)   For the purposes of this section, a director or chief executive officer of a responsible

person shall be deemed to have an interest in securities referred to in subsection (1) if a family

member of the director or chief executive officer (not being himself a director or chief

executive officer of the responsible person), as the case may be, has an interest in those

securities.

(4)  In this section —

“family member” means a spouse, or a son, adopted son, step-son, daughter, adopted

daughter or step-daughter below the age of 21 years;

“unit”, in relation to a debenture, means any right or interest, whether legal or equitable,

in the debenture, by whatever name called, and includes any option to acquire any

such right or interest in the debenture.

Penalties under this Subdivision

137Z.—(1)  Any director or chief executive officer of the responsible person for a real estate

investment trust who —

intentionally or recklessly contravenes section 137Y(1) or (2); or

in purported compliance with section 137Y, furnishes any information which he

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(a)

(b)

(a)

(b)

(a)

(b)

knows is false or misleading in a material particular or is reckless as to whether it is,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000

or to imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing

offence, to a further fine not exceeding $25,000 for every day or part thereof during which the

offence continues after conviction.

(2)    Any director or chief executive officer of the responsible person for a real estate

investment trust who —

contravenes section 137Y(1) or (2); or

in purported compliance with section 137Y, furnishes any information which is false

or misleading in a material particular,

in circumstances other than as set out in subsection (1) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to

a further fine not exceeding $2,500 for every day or part thereof during which the offence

continues after conviction.

(3)  No proceedings shall be instituted against a person for an offence under this section after

––

a court has made an order against him for the payment of a civil penalty under section

137ZD in respect of the same contravention; or

he has entered into an agreement with the Authority to pay, with or without

admission of liability, a civil penalty under section 137ZD(4), in respect of the same

contravention.

Subdivision (3) —Disclosure by holders of voting shares in

responsible person

Duty of holder s of voting shar es in r esponsible per son to notify r esponsible per son

137ZA.—(1)    Where the percentage of interest of a person in the voting shares in a

responsible person for a real estate investment trust reaches, crosses or falls below 15%, 30%,

50% or 75%, he shall give notice in writing to the responsible person within 2 business days

after he becomes aware of this.

(2)  A notice under subsection (1) shall be in such form and shall contain such information as

the Authority may prescribe.

(3)    In subsection (1), the percentage of interest of a person in the voting shares in a

responsible person for a real estate investment trust is ascertained by expressing the total votes

attached to all the voting shares in which he has an interest or interests immediately before or

(as the case may be) immediately after the relevant time, as a percentage of the total votes

attached to —

all the voting shares (excluding treasury shares) in the responsible person; or

where the share capital of the responsible person is divided into 2 or more classes of

shares, all the voting shares (excluding treasury shares) in the class concerned,

and, if it is not a whole number, rounding that figure down to the next whole number.

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(a)

(b)

(i)

(ii)

(a)

(b)

(a)

(b)

(a)

(i)

(b)

Penalties under this Subdivision

137ZB.—(1)  Any person who —

intentionally or recklessly contravenes section 137ZA(1) or (2); or

in purported compliance with section 137ZA, furnishes any information which he

knows is false or misleading in a material particular or is reckless as to whether it is,

shall be guilty of an offence and shall —

in the case of an individual, be liable on conviction to a fine not exceeding $250,000

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 $25,000 for every day or part

thereof during which the offence continues after conviction; or

in the case of a corporation, 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 thereof during which the offence continues after conviction.

(2)  Any person who —

contravenes section 137ZA(1) or (2); or

in purported compliance with section 137ZA, furnishes any information which is

false or misleading in a material particular,

in circumstances other than as set out in subsection (1) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to

a further fine not exceeding $2,500 for every day or part thereof during which the offence

continues after conviction.

(3)  No proceedings shall be instituted against a person for an offence under this section after

––

a court has made an order against him for the payment of a civil penalty under section

137ZD in respect of the same contravention; or

he has entered into an agreement with the Authority to pay, with or without

admission of liability, a civil penalty under section 137ZD(4), in respect of the same

contravention.

Subdivision (4) —Disclosure by responsible person

Duty of r esponsible per son for r eal estate investment tr ust to make disclosur e

137ZC.—(1)  Where the responsible person for a real estate investment trust —

acquires or disposes of interests in units in, or debentures or units of debentures of,

the real estate investment trust; or

has been notified in writing by —

a substantial unitholder of the real estate investment trust pursuant to a

requirement imposed on him under section 135, 136 or 137 as applied by

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(ii)

(iii)

(a)

(b)

(a)

(b)

(a)

(b)

(c)

(i)

section 137U(1);

a director or chief executive officer of the responsible person pursuant to a

requirement imposed on him under section 137Y; or

a person who holds an interest or interests in voting shares in the responsible

person pursuant to a requirement imposed on him under section 137ZA,

the responsible person shall announce or otherwise disseminate the particulars of the acquisition

or disposal, or the information stated in the notice it received, as the case may be, to the

securities market operated by the securities exchange on whose official list any or all of the

units in the trust are listed, as soon as practicable and in any case no later than the end of the

business day following the day on which the responsible person became aware of the

acquisition or disposal, or received the notice.

(2)  The responsible person shall announce or otherwise disseminate the information in such

form and manner as the Authority may prescribe.

(3)  Any responsible person for a real estate investment trust that —

intentionally or recklessly contravenes subsection (1) or (2); or

in purported compliance with this section, announces or disseminates any

information which he knows is false or misleading in a material particular or is

reckless as to whether it is,

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 thereof during which the offence continues after conviction.

(4)  Any responsible person for a real estate investment trust that —

contravenes subsection (1) or (2); or

in purported compliance with this section, announces or disseminates any

information that is false or misleading in a material particular,

in circumstances other than as set out in subsection (3) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to

a further fine not exceeding $2,500 for every day or part thereof during which the offence

continues after conviction.

(5)  Where an offence has been committed by a responsible person under subsection (3) or

(4), any officer of the responsible person who —

causes the responsible person to contravene subsection (1);

announces or disseminates, or permits or authorises the announcement or

dissemination of, the information that is false or misleading in a material particular;

or

announces or disseminates, or permits or authorises the announcement or

dissemination of the information in contravention of subsection (2),

shall —

if he had acted intentionally or recklessly, or with knowledge that the information so

announced or disseminated is false or misleading in a material particular or is
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(ii)

(a)

(b)

(i)

(ii)

(iii)

(a)

(i)

(ii)

(iii)

(b)

(c)

reckless as to whether it is, be guilty of an offence and be liable on conviction to a

fine not exceeding $250,000 or to imprisonment for a term not exceeding 2 years or

to both; or

if he had acted negligently, be guilty of an offence and be liable on conviction to a

fine not exceeding $25,000.

(6)  In this section, “officer” means a director, member of the committee of management,

chief executive officer, manager, secretary or other similar officer of the responsible person,

and includes a person purporting to act in any such capacity.

(7)  No proceedings shall be instituted against a person for an offence under this section after

—

a court has made an order against him for the payment of a civil penalty under section

137ZD in respect of the same contravention; or

he has entered into an agreement with the Authority to pay, with or without

admission of liability, a civil penalty under section 137ZD(4), in respect of the same

contravention.

Division 4 —Civil Penalty

Civil penalty

137ZD.—(1)  Whenever it appears to the Authority that any person has —

intentionally or recklessly, contravened any of the following provisions:

section 133(1) or (3), 135, 136(1) or (2), 137, 137A, 137B, 137F(5), 137G(1)

or (2), 137M(5), 137N(1) or (2), 137P(1) or (2), 137R(1) or (2), 137X(5),

137Y(1) or (2), 137ZA(1) or (2) or 137ZC(1) or (2);

section 135, 136, 137, 137A or 137B as applied by section 137J(1);

section 135, 136, 137, 137A or 137B as applied by section 137U(1);

in purported compliance with any of the following provisions, furnished, announced

or disseminated any information which he knows is false or misleading in a material

particular or is reckless as to whether it is:

section 133, 135, 136, 137, 137B, 137F(5), 137G, 137M(5), 137N, 137P,

137R, 137X(5), 137Y, 137ZA or 137ZC;

section 135, 136, 137 or 137B as applied by section 137J(1);

section 135, 136, 137 or 137B as applied by section 137U(1); or

being an officer of a corporation to which Division 1 applies, an officer of a trusteemanager of a registered or recognised business trust to which Division 2 applies, or

an officer of a responsible person for a real estate investment trust to which Division

3 applies, intentionally or recklessly committed an act referred to in subsection (5)(a),

(b) or (c) of section 137G, 137R or 137ZC (as the case may be),

the Authority may, with the consent of the Public Prosecutor, bring an action in a court against

the person to seek an order for a civil penalty in respect of that act.

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(a)

(b)

(a)

(b)

(2)  If the court is satisfied on a balance of probabilities that subsection (1)(a), (b) or (c) (as

the case may be) has been proved, the court may make an order against the person for the

payment of a civil penalty of a sum not less than $50,000 and not more than $2 million.

(3)  Notwithstanding subsection (2), the court may make an order against a person against

whom an action has been brought under this section if the Authority, with the consent of the

Public Prosecutor, has agreed to allow the person to consent to the order with or without

admission of having committed an act referred to in subsection (1)(a), (b) or (c) (whichever is

applicable), and the order may be made on such terms as may be agreed between the Authority

and the person.

(4)  Nothing in this section shall be construed to prevent the Authority from entering into an

agreement with the person to pay, with or without admission of liability, a civil penalty within

the limits referred to in subsection (2) for an act referred to in subsection (1)(a), (b) or (c).

(5)  A civil penalty imposed under this section shall be payable to the Authority.

(6)  If the person fails to pay the civil penalty imposed on him within the time specified in

the court order referred to in subsection (3) or specified under the agreement referred to in

subsection (4), the Authority may recover the civil penalty as though the civil penalty were a

judgment debt due to the Authority.

(7)  Any defence that is available to a person who is prosecuted for an act under subsection

(1)(a), (b) or (c), shall also be available to a person against whom an action is brought under

this section for the same act.

Action under section 137ZD not to commence, etc., in certain situations

137ZE.—(1)  An action under section 137ZD for an act referred to in subsection (1)(a), (b)

or (c) of that section shall not be commenced against any person —

after the expiration of 6 years from the date of the act; or

if the person has been convicted or acquitted in criminal proceedings instituted

against him for that act, except where he has been acquitted because of the

withdrawal of the charge against him.

(2)  An action under section 137ZD against any person for an act referred to in subsection (1)

(a), (b) or (c) of that section shall be stayed after criminal proceedings have been commenced

against him for that act, and may thereafter be continued only if —

that person has been discharged in respect of that act and the discharge does not

amount to an acquittal; or

the charge against him in respect of that act has been withdrawn.

J urisdiction of District Court

137ZF.    A District Court shall have jurisdiction to hear and determine any action under

section 137ZD regardless of the monetary amount.

Rules of Court

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(a)

(b)

(a)

(b)

137ZG.  Rules of Court (Cap. 322, R 5) may be made —

to regulate and prescribe the procedure and practice to be followed in respect of

proceedings under section 137ZD; and

to provide for costs and fees of such proceedings, and for regulating any matter

relating to the costs of such proceedings.

PART VIII

SECURITIES INDUSTRY COUNCIL

AND TAKE-OVER OFFERS

Securities Industr y Council

138.—(1)    The advisory body known as the Securities Industry Council referred to in

section 14 of the repealed Securities Industry Act (Cap. 289, 1985 Ed.) shall continue in

existence as if it had been established under this Act.

(2)    The function of the Securities Industry Council shall, in addition to the functions

conferred upon it under this Part, be to advise the Minister on all matters relating to the

securities industry.

(3)   The Securities Industry Council shall consist of such representatives of business, the

Government and the Authority as the Minister may appoint and those representatives shall serve

for such period or periods as the Minister may determine.

(4)  The Securities Industry Council shall have the power, in the exercise of its functions, to

enquire into any matter or thing related to the securities industry and may, for this purpose,

summon any person to give evidence on oath or affirmation or produce any document or

material necessary for the purpose of the enquiry.

(5)  Nothing in subsection (4) shall compel the production by an advocate and solicitor, or a

legal counsel referred to in section 128A of the Evidence Act (Cap. 97), of a document

containing a privileged communication made by or to him in that capacity or authorise the

taking of possession of any such document which is in his possession.

(6)  An advocate and solicitor, or a legal counsel referred to in section 128A of the Evidence

Act, who refuses to produce the document referred to in subsection (5) shall nevertheless be

obliged to give the name and address (if he knows them) of the person to whom or by or on

behalf of whom the communication was made.

(7)  The Authority may consult the Securities Industry Council for the proper and effective

implementation of this Act.

(8)  For the purposes of this Act, every member of the Securities Industry Council —

shall be deemed to be a public servant within the meaning of the Penal Code (Cap.

224); and

shall have, in case of any action or suit brought against him for any act done or

omitted to be done in the execution of his duty under the provisions of this Act, the

like protection and privileges as are by law given to a Judge in the execution of his

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office.

(9)  The Securities Industry Council shall in the exercise of its functions have regard to the

interest of the public, the protection of investors and the safeguarding of sources of information.

(10)  Subject to the provisions of this Act, the Securities Industry Council may regulate its

own procedure and shall not be bound by the rules of evidence.

[SIA, s. 14]

Take-over Code

139.—(1)  This section and section 140 shall apply to and in relation to all natural persons,

whether resident in Singapore or not and whether citizens of Singapore or not, and to all

corporations or bodies unincorporate, whether incorporated or carrying on business in

Singapore or not, and shall extend to acts done outside Singapore.

(2)  For the more effective administration, supervision and control of take-over offers and

matters connected therewith, the Authority shall, on the advice of the Securities Industry

Council and under section 321, issue a code known as the Singapore Code on Take-overs and

Mergers (referred to in this Act as the Take-over Code).

(3)  For the avoidance of doubt, the Take-over Code shall be deemed not to be subsidiary

legislation.

(4)  The Take-over Code shall apply to a take-over offer and to matters connected therewith,

and all parties concerned in a take-over offer or a matter connected therewith shall comply with

its provisions.

(5)    The Take-over Code shall be administered and enforced by the Securities Industry

Council.

(6)  The Authority may, on the advice of the Securities Industry Council, revise the Takeover Code by deleting, amending or adding to the provisions thereof.

(7)  The Securities Industry Council may issue rulings on the interpretation of the general

principles and rules in the Take-over Code and lay down the practice to be followed by parties

concerned in a take-over offer or a matter connected therewith, and such rulings or practice

shall be final.

(8)  A failure of any party concerned in a take-over offer or a matter connected therewith to

observe any of the provisions of the Take-over Code shall not of itself render that party liable to

criminal proceedings but any such failure may, in any proceedings whether civil or criminal, be

relied upon by any party to the proceedings as tending to establish or to negate any liability

which is in question in the proceedings.

(9)    Nothing in subsection (8) shall be construed as preventing the Securities Industry

Council from invoking such sanctions (including public censure) as it may decide in relation to

breaches of the Take-over Code by any party concerned in a take-over offer or a matter

connected therewith.

(10)  Where the Securities Industry Council has reason to believe that any party concerned in

a take-over offer or a matter connected therewith, or any person advising on a take-over offer or

a matter connected therewith, is in breach of the provisions of the Take-over Code or is

otherwise believed to have committed acts of misconduct in relation to such take-over offer or

matter, the Securities Industry Council shall have power to enquire into the suspected breach or
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(a)

(b)

misconduct.

(11)  For the purpose of subsection (10), the Securities Industry Council may summon any

person to give evidence on oath or affirmation, which it is hereby authorised to administer, or

produce any document or material necessary for the purpose of the enquiry.

[Companies, s. 213]

Offences r elating to take-over offer s

140.—(1)  A person who has no intention to make an offer in the nature of a take-over offer

shall not give notice or publicly announce that he intends to make a take-over offer.

(2)  A person shall not make a take-over offer or give notice or publicly announce that he

intends to make a take-over offer if he has no reasonable or probable grounds for believing that

he will be able to perform his obligations if the take-over offer is accepted or approved, as the

case may be.

(3)  Where a person contravenes subsection (1) or (2), the person and, where the person is a

corporation, every officer of the corporation who is in default shall be guilty of an offence and

shall be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not

exceeding 7 years or to both.

[Companies, s. 213 (9)]

PART IX

SUPERVISION AND INVESTIGATION

Division 1 —Supervisory Powers

Subdivision (1) —Powers of Authority to require disclosure of

information about securities and futures contracts

Inter pr etation of this Subdivision

141.    In this Subdivision, a reference to disclosing information includes, in relation to

information that is contained in a document, a reference to producing the document.

[SIA, s. 10 (11)]

Acquisition «and disposal of «securities or «futur es contr acts, etc.

142.—(1)  The Authority may, where it considers it necessary for the protection of investors,

require the holder of a capital markets services licence to deal in «securities or trade in

«futur es contracts, or an exempt person carrying on business in any of those activities, to

disclose to the Authority, in relation to any acquisition or disposal of «securities or «futur es

contracts —

the name of the person from or through whom or on whose behalf the «securities or

«futur es contracts were acquired; or

the name of the person to or through whom or on whose behalf the «securities or

«futur es contracts were disposed of,

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(a)

(b)

(a)

(aa)

(b)

(c)

(a)

«and the nature of the instructions given to the holder or exempt person in respect of the

acquisition or disposal.

(2)  The Authority may require a person who has acquired, held or disposed of «securities or

«futur es contracts to disclose to the Authority whether he acquired, held or disposed of those

«securities or «futur es contracts, as the case may be, as trustee for, or on behalf of, another

person (whether or not as a nominee), «and if so —

the name of that other person; «and

the nature of any instructions given to the first-mentioned person in respect of the

acquisition, holding or disposal.

(3)  The Authority may require a «securities exchange or «futur es exchange to disclose to

the Authority, in relation to an acquisition or disposal of «securities on the «securities market

of that «securities exchange or «futur es contracts on the «futur es market of that «futur es

exchange, the names of the members of that «securities exchange or «futur es exchange who

acted in the acquisition or disposal.

(4)  The Authority may require an approved clearing house or a recognised clearing house

for a «securities market or «futur es market to disclose to the Authority, in relation to any

dealing in «securities on that «securities market or trading in «futur es contracts on that

«futur es market, the names of the members of the approved clearing house or recognised

clearing house who were concerned in any «act or omission in relation to the dealing or trading.

[SIA, s. 10 (1)-(3) modified]

Exer cise of certain power s in r elation to securities

143.—(1)  This section shall apply where the Authority considers that —

it may be necessary to prohibit dealing in securities of, or made available by, a

corporation under section 32;

it may be necessary to give a direction or take any action under section 34 or 81 in

relation to securities of, or made available by, a corporation;

a person may have contravened any of the provisions of Part XII in relation to

securities of, or made available by, a corporation; or

a person may have contravened any of the provisions of Division 4 of Part IV of the

Companies Act (Cap. 50) or Division 2 of Part VII in relation to securities in a

corporation.

(2)  The Authority may require an officer of a corporation referred to in subsection (1) to

disclose to the Authority any information of which he is aware and which may have affected

any dealing that has taken place, or which may affect any dealing that may take place, in

securities of, or made available by, the corporation.

(3)  Where the Authority believes on reasonable grounds that a person is capable of giving

information concerning any of the following matters:

any dealing in securities of, or made available by, a corporation referred to in

subsection (1);

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(b)

(c)

(d)

(e)

(a)

(aa)

(b)

(a)

(b)

(c)

(d)

(e)

any advice given, or any report or analysis issued or published concerning such

securities, by the holder of a capital markets services licence to deal in securities, or a

representative of such a holder;

the financial position of any business carried on by a person who is or has been

(either alone or together with another person or other persons) the holder of a capital

markets services licence to deal in securities and who has dealt in or given advice or

issued or published a report or an analysis concerning such securities;

the financial position of any business carried on by a nominee controlled by a person

referred to in paragraph (c) or jointly controlled by 2 or more persons at least one of

whom is a person referred to in that paragraph; or

an audit of, or any report of an auditor concerning, any book of the holder of a capital

markets services licence to deal in securities, being a book relating to dealings in

such securities,

the Authority may require the person to disclose to the Authority the information that the person

has about that matter.

[SIA, s. 10 (4)]

Exer cise of certain power s in r elation to futur es contr acts

144.—(1)  This section shall apply where the Authority considers that —

it may be necessary to give a direction or take any action in relation to any trading in

futures contracts under section 34;

it may be necessary to give a direction or take any action in relation to futures

contracts under section 81; or

a person may have contravened any of the provisions of Part XII in relation to futures

contracts.

(2)  Where the Authority believes on reasonable grounds that a person is capable of giving

information concerning any of the following matters:

any trading in futures contracts;

any advice given, or any report or analysis issued or published concerning such

futures contracts, by the holder of a capital markets services licence to trade in

futures contracts, or a representative of such a holder;

the financial position of any business carried on by a person who is or has been

(either alone or together with another person or other persons) the holder of a capital

markets services licence to trade in futures contracts and has traded in or given advice

or issued or published a report or an analysis concerning such futures contracts;

the financial position of any business carried on by a nominee controlled by a person

referred to in paragraph (c) or jointly controlled by 2 or more persons, at least one of

whom is a person referred to in that paragraph; or

an audit of, or any report of an auditor concerning, any book of the holder of a capital

markets services licence to trade in futures contracts, being a book relating to trading

in such futures contracts,

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(a)

(b)

the Authority may require the person to disclose to the Authority the information that the person

has about that matter.

[SIA, s. 10 (4) modified]

Self-incrimination

145.—(1)   A person is not excused from disclosing information to the Authority, under a

requirement made of him under section 142, 143 or 144, on the ground that the disclosure of the

information might tend to incriminate him.

(2)    Where a person claims, before making a statement disclosing information that he is

required to disclose by a requirement made of him under section 142, 143 or 144, that the

statement might tend to incriminate him, that statement —

shall not be admissible in evidence against him in criminal proceedings other than

proceedings under section 148; but

shall be admissible in evidence for civil proceedings under Part XII.

[SIA, s. 5 (12) modified; HK SF Bill, Clause 180]

Savings for advocates and solicitor s

146.—(1)    Nothing in this Subdivision shall compel the disclosure by an advocate and

solicitor, or a legal counsel referred to in section 128A of the Evidence Act (Cap. 97), of

information containing a privileged communication made by or to him in that capacity.

(2)  An advocate and solicitor, or a legal counsel referred to in section 128A of the Evidence

Act, who refuses to disclose the information referred to in subsection (1) shall nevertheless be

obliged to give the name and address (if he knows them) of the person to whom, or by or on

behalf of whom, that privileged communication was made.

[SIA, s. 8]

Immunities

147.—(1)    No civil or criminal proceedings, other than proceedings for an offence under

section 148, shall lie against any person for disclosing any information to the Authority if he

had done so in good faith in compliance with a requirement of the Authority under section 142,

143 or 144.

(2)  Any person who complies with a requirement of the Authority under section 142, 143 or

144 shall not be treated as being in breach of any restriction upon the disclosure of information

or thing imposed by any prescribed written law or any requirement imposed thereunder, any

rule of law, any contract or any rule of professional conduct.

[SIA, s. 96F (modified)]

Offences

148.—(1)    A person who, without reasonable excuse, refuses or fails to comply with a

requirement of the Authority under section 142, 143 or 144 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

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(a)

(b)

(a)

(b)

conviction.

(2)    A person who, in purported compliance with a requirement of the Authority under

section 142, 143 or 144, discloses information, or makes a statement, 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 2 years or to both.

(3)   It is a defence to a prosecution for an offence under subsection (2) if the defendant

proves that he believed on reasonable grounds that the information or statement was true and

was not misleading.

[SIA, s. 10 (8), (9) and (10)]

Copies of or extr acts fr om documents to be admitted in evidence

149.—(1)  Subject to this section, a copy of or extract from a document produced under this

Subdivision that is proved to be a true copy of the document or of the relevant part of the

document is admissible in evidence as if it were the original document or the relevant part of

the original document.

(2)  For the purposes of subsection (1), evidence that a copy of or extract from a document is

a true copy of the document or of a part of the document may be given by a person who has

compared the copy or extract with the document or the relevant part of the document and may

be given orally or by an affidavit sworn, or by a declaration made, before a person authorised to

take affidavits or statutory declarations.

[SIA, s. 7]

Subdivision (2) —Inspection powers of Authority

Inspection by Authority

150.—(1)  The Authority may inspect under conditions of secrecy, the books of an approved

exchange, a recognised market operator, an exempt market operator, a licensed trade repository,

a licensed foreign trade repository, an approved clearing house, a recognised clearing house, an

approved holding company, the holder of a capital markets services licence, an exempt person

or a representative.

(2)  For the purpose of an inspection under this section —

a person referred to in subsection (1) or any person in possession of the books, shall

produce such books to the Authority and give such information and facilities as may

be required by the Authority; and

a person referred to in subsection (1) shall procure that any person who is in

possession of such books produce the books to the Authority and give such

information and facilities as may be required by the Authority.

(3)  The Authority may —

make copies of, or take possession of, any of the books;

use, or permit the use of, any of the books for the purposes of any proceedings under

this Act; and

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(i)

(ii)

(iii)

(c)

(a)

(b)

(a)

(b)

retain possession of any of the books for so long as is necessary —

for the purposes of exercising a power conferred by this section (other than

subsection (5));

for a decision to be made about whether or not any proceedings under this

Act to which the books concerned would be relevant should be instituted; or

for such proceedings to be instituted and carried on.

(4)  No person shall be entitled, as against the Authority, to claim a lien on any of the books,

but such a lien is not otherwise prejudiced.

(5)  While the books are in the possession of the Authority, the Authority —

shall permit another person to inspect at all reasonable times such of the books (if

any) as the other person would be entitled to inspect if they were not in the

Authority’s possession; and

may permit another person to inspect any of the books.

(6)  The Authority may require a person who produced any of the books to the Authority to

explain to the best of his knowledge and belief any matter about the compilation of the books or

to which the books relate.

(7)   Any person who fails, without reasonable excuse, to comply with subsection (2) or a

requirement of the Authority under subsection (6) 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.

(8)  Sections 146 and 147 shall, with the necessary modifications, apply in relation to the

production of any book or disclosure of any information to the Authority under this section.

(9)  Section 149 shall, with the necessary modifications, apply in relation to a copy of, or

extract from, a book inspected under this section.

[SIA, s. 12 modified; FTA, s. 48 modified; ASIC 1989, s. 37]

Confidentiality of inspection r eports

150A.—(1)   Where a written report or any part thereof (referred to in this section as the

report) has been produced by the Authority upon an inspection under section 150 in respect of

any approved exchange, recognised market operator, exempt market operator, licensed trade

repository, licensed foreign trade repository, approved clearing house, recognised clearing

house, approved holding company, holder of a capital markets services licence, exempt person

or representative (referred to in this section as the inspected person) and is provided by the

Authority to the inspected person, the report shall not be disclosed by the inspected person or, if

the inspected person is a corporation, by any of its officers or auditors, to any other person

except in the circumstances provided under subsection (2).

(2)  Disclosure of the report referred to in subsection (1) may be made —

by the inspected person to any officer or auditor of that inspected person solely in

connection with the performance of the duties of the officer or auditor, as the case

may be, in that inspected person;

by any officer or auditor of the inspected person to any other officer or auditor of that

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(c)

(a)

(b)

(c)

(a)

(b)

(a)

inspected person, solely in connection with the performance of their duties in that

inspected person; or

to such other person as the Authority may approve in writing.

(3)   In granting written approval for any disclosure under subsection (2)(c), the Authority

may impose such conditions or restrictions as it thinks fit on the inspected person, any of its

officers or auditors or the person to whom disclosure is approved, and that person shall comply

with such conditions or restrictions.

(4)  The obligation on an officer or auditor referred to in subsection (1) shall continue after

the termination or cessation of his employment or appointment by the inspected person.

(5)  Any person who contravenes subsection (1) or (3) shall be guilty of an offence and shall

be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not

exceeding 2 years or to both.

(6)  Any person to whom the report is disclosed and who knows or has reasonable grounds

for believing, at the time of the disclosure, that the report was disclosed to him in contravention

of subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not

exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both, unless he

proves that —

the disclosure was made contrary to his desire;

where the disclosure was made in any written form, he had as soon as practicable

after receiving the report surrendered or taken all reasonable steps to surrender the

report and all copies thereof to the Authority; and

where the disclosure was made in an electronic form, he had as soon as practicable

after receiving the report taken all reasonable steps to ensure that all electronic copies

of the report had been deleted and that the report and all copies thereof in other forms

had been surrendered to the Authority.

Subdivision (3) —Inspection powers of foreign regulatory authority

Inspection by for eign r egulator y authority

150B.—(1)    No authority of a country or territory other than Singapore may conduct an

inspection in Singapore of the books of —

the holder of a capital markets services licence; or

a person exempted under section 99(1)(a), (b), (c), (d) or (h) from the requirement to

hold a capital markets services licence,

except a foreign regulatory authority with the prior written approval of the Authority and under

conditions of secrecy.

(2)    In deciding whether to grant approval to a foreign regulatory authority under

subsection (1), the Authority may have regard to the following considerations:

whether the inspection, and the information obtained in the course of the inspection,

is required by the foreign regulatory authority for the sole purpose of enabling the

foreign regulatory authority to carry out its regulatory functions;

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(b)

(c)

(d)

(e)

(a)

(b)

(c)

(d)

(a)

whether the foreign regulatory authority has regulatory oversight in its jurisdiction

over the holder of the capital markets services licence or the person exempted under

section 99(1)(a), (b), (c), (d) or (h), as the case may be;

whether the foreign regulatory authority is prohibited by the laws applicable to it

from disclosing information obtained by it in the course of the inspection to any other

person;

whether the foreign regulatory authority has provided or is willing to provide similar

assistance to the Authority; and

such other matters as the Authority may consider relevant.

(3)  The Authority may at any time, whether before, on or after giving written approval for

an inspection under this section, impose conditions or restrictions on the foreign regulatory

authority relating to —

the classes of information to which the foreign regulatory authority shall or shall not

have access in the course of the inspection;

the conduct of the inspection;

the use or disclosure of any information obtained in the course of the inspection; and

such other matters as the Authority may determine.

(4)    The Authority may, in relation to an inspection by a foreign regulatory authority

conducted or to be conducted under this section on the holder of a capital markets services

licence or a person exempted under section 99(1)(a), (b), (c), (d) or (h), at any time, by notice in

writing to the holder or person exempted, impose such conditions or restrictions on the holder

or person exempted as it may think fit, and the holder or person exempted shall comply with

such conditions or restrictions.

(5)  For the purposes of this section and section 150C, a reference to a foreign regulatory

authority is a reference to an authority of a country or territory other than Singapore, exercising

any function that corresponds to a regulatory function of the Authority under the Monetary

Authority of Singapore Act (Cap. 186).

Confidentiality of inspection r eport by for eign r egulator y authority

150C.—(1)   Where a written report or any part thereof (referred to in this section as the

report) has been produced by a foreign regulatory authority upon an inspection under

section 150B in respect of any holder of a capital markets services licence or person exempted

under section 99(1)(a), (b), (c), (d) or (h) (referred to in this section as the inspected person) and

is provided by the foreign regulatory authority to the inspected person, the report shall not be

disclosed by the inspected person or, if the inspected person is a corporation, by any of its

officers or auditors, to any other person except in the circumstances provided under

subsection (2).

(2)  Disclosure of the report referred to in subsection (1) may be made —

by the inspected person to any officer or auditor of that inspected person solely in

connection with the performance of the duties of the officer or auditor, as the case

may be, in that inspected person;

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(b)

(c)

(d)

(a)

(b)

(c)

by any officer or auditor of the inspected person to any other officer or auditor of that

inspected person, solely in connection with the performance of their duties in that

inspected person;

to the Authority, if requested by the Authority; or

to such other person as the Authority may approve in writing.

(3)   In granting written approval for any disclosure under subsection (2)(d), the Authority

may impose such conditions or restrictions as it thinks fit on the inspected person, any of its

officers or auditors or the person to whom disclosure is approved, and that person shall comply

with such conditions or restrictions.

(4)  The obligation on an officer or auditor referred to in subsection (1) shall continue after

the termination or cessation of his employment or appointment by the inspected person.

(5)  Any person who contravenes subsection (1) or (3) shall be guilty of an offence and shall

be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not

exceeding 2 years or to both.

(6)  Any person to whom the report is disclosed and who knows or has reasonable grounds

for believing, at the time of the disclosure, that the report was disclosed to him in contravention

of subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not

exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both, unless he

proves that —

the disclosure was made contrary to his desire;

where the disclosure was made in any written form, he had as soon as practicable

after receiving the report surrendered or taken all reasonable steps to surrender the

report and all copies thereof to the Authority; and

where the disclosure was made in an electronic form, he had as soon as practicable

after receiving the report taken all reasonable steps to ensure that all electronic copies

of the report had been deleted and that the report and all copies thereof in other forms

had been surrendered to the Authority.

Division 2 —Power of Minister to Appoint

Inspector for Investigating Dealings

in Securities, etc.

Power of Minister to appoint inspector s

151.—(1)   Notwithstanding anything in this «Act, the Minister may, if he thinks it in the

public interest to do so, appoint any person as an inspector to investigate any matter concerning

dealing in «securities, trading in «futur es contracts or leveraged foreign exchange trading.

(2)  An inspector appointed under subsection (1) shall have all the powers conferred upon an

inspector under Part IX of the Companies «Act (Cap. 50) «and that Part shall, with the

necessary modifications, apply to such investigation.

(3)  Any inspector appointed under subsection (1) shall report the results of his investigation

to the Minister «and the Minister may, if he thinks it in the public interest to do so, cause the

report to be printed «and published.

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(a)

(b)

(c)

(a)

(b)

(c)

[SIA, s. 112]

Division 3 —Investigative Powers of Authority

Subdivision (1) —General

Investigation by Authority

152.—(1)    The Authority may conduct such investigation as it considers necessary or

expedient for any of the following purposes:

to exercise any of its powers or to perform any of its functions and duties under this

Act;

to ensure compliance with this Act or any written direction issued under this Act; or

to investigate an alleged or suspected contravention of any provision of this Act or

any written direction issued under this Act.

(2)  The Authority may exercise any of its powers under this Division for the purposes of

conducting an investigation under subsection (1) notwithstanding the provisions of any

prescribed written law or any requirement imposed thereunder or any rule of law.

(3)  A requirement imposed by the Authority in the exercise of its powers under this Division

shall have effect notwithstanding any obligations as to secrecy or other restrictions upon the

disclosure of information imposed by any prescribed written law or any requirement imposed

thereunder, any rule of law, any contract or any rule of professional conduct.

(4)  Any person who complies with a requirement imposed by the Authority in the exercise

of its powers under this Division shall not be treated as being in breach of any restriction upon

the disclosure of information or thing imposed by any prescribed written law or any

requirement imposed thereunder, any rule of law, any contract or any rule of professional

conduct.

(5)  No civil or criminal action, other than proceedings for an offence under section 162 or

168, shall lie against any person —

for giving assistance to the Authority, including answering questions, if he had given

the assistance or answered the questions in good faith in compliance with a

requirement imposed under this Division;

for providing information or producing books to the Authority if he had provided the

information or produced the books in good faith in compliance with a requirement

imposed by the Authority under this Division; or

for doing or omitting to do any act, if he had done or omitted to do the act in good

faith and as a result of complying with a requirement imposed by the Authority under

this Division.

(6)  In this section, “requirement imposed by the Authority” includes a requirement imposed

by an investigator under Subdivision (2) or (3).

Confidentiality of investigation r eports

152A.—(1)   Where a written report or any part thereof (referred to in this section as the

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(a)

(b)

(c)

(a)

(b)

(c)

report) has been produced by the Authority in respect of any investigation under section 152

and is provided by the Authority to the person under investigation (referred to in this section as

the investigated person), the report shall not be disclosed by the investigated person or, if the

investigated person is a corporation, by any of its officers or auditors, to any other person

except in the circumstances provided under subsection (2).

(2)  Disclosure of the report referred to in subsection (1) may be made —

by the investigated person to any officer or auditor of that investigated person solely

in connection with the performance of the duties of the officer or auditor, as the case

may be, in that investigated person;

by any officer or auditor of the investigated person to any other officer or auditor of

that investigated person, solely in connection with the performance of their duties in

that investigated person; or

to such other person as the Authority may approve in writing.

(3)   In granting written approval for any disclosure under subsection (2)(c), the Authority

may impose such conditions or restrictions as it thinks fit on the investigated person, any of its

officers or auditors or the person to whom disclosure is approved, and that person shall comply

with such conditions or restrictions.

(4)  The obligation on an officer or auditor referred to in subsection (1) shall continue after

the termination or cessation of his employment or appointment by the investigated person.

(5)  Any person who contravenes subsection (1) or (3) shall be guilty of an offence and shall

be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not

exceeding 2 years or to both.

(6)  Any person to whom the report is disclosed and who knows or has reasonable grounds

for believing, at the time of the disclosure, that the report was disclosed to him in contravention

of subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not

exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both, unless he

proves that —

the disclosure was made contrary to his desire;

where the disclosure was made in any written form, he had as soon as practicable

after receiving the report surrendered or taken all reasonable steps to surrender the

report and all copies thereof to the Authority; and

where the disclosure was made in an electronic form, he had as soon as practicable

after receiving the report taken all reasonable steps to ensure that all electronic copies

of the report had been deleted and that the report and all copies thereof in other forms

had been surrendered to the Authority.

Self-incrimination and savings for advocates and solicitor s

153.—(1)  A person is not excused from disclosing information to the Authority or, as the

case may be, an investigator under Subdivision (2) or (3), under a requirement made of him

under any provision of this Division on the ground that the disclosure of the information might

tend to incriminate him.

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(a)

(b)

(a)

(b)

(a)

(b)

(2)    Where a person claims, before making a statement disclosing information that he is

required to under any provision of this Division to the Authority or, as the case may be, an

investigator under Subdivision (2) or (3), that the statement might tend to incriminate him, that

statement —

shall not be admissible in evidence against him in criminal proceedings other than

proceedings for an offence under section 162(3); but

shall, for the avoidance of doubt, be admissible in evidence in civil proceedings

under Part XII.

(3)  Nothing in this Division shall —

compel an advocate and solicitor, or a legal counsel referred to in section 128A of the

Evidence Act (Cap. 97), to disclose or produce a privileged communication, or a

document or other material containing a privileged communication, made by or to

him in that capacity; or

authorise the taking of any such document or other material which is in his

possession.

(4)  An advocate and solicitor, or a legal counsel referred to in section 128A of the Evidence

Act, who refuses to disclose the information or produce the document or other material referred

to in subsection (3) shall nevertheless be obliged to give the name and address (if he knows

them) of the person to whom, or by or on behalf of whom, that privileged communication was

made.

[SIA, s. 96D (6) modified; HK SF Bill, Clause 180]

Subdivision (2) —Examination of persons

Requir ement to appear for examination

154.—(1)    For the purpose of an investigation under this Division, the Authority may, in

writing, require a person —

to give to the Authority all reasonable assistance in connection with the investigation;

and

to appear before an officer of the Authority duly authorised by the Authority for

examination on oath and to answer questions.

(2)  A requirement in writing imposed under subsection (1) shall state the general nature of

the matter referred to in subsection (1).

[ASIC 1989, s. 19 modified]

Pr oceedings at examination

155.  The provisions of this Subdivision shall apply where, pursuant to a requirement made

under section 154 for the purposes of an investigation under this Division, a person (referred to

in this Subdivision as the examinee) appears before another person (referred to in this

Subdivision as the investigator) for examination.

[2/2009 wef 29/07/2009]

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[Act 34 of 2012 wef 18/03/2013]

[16/2003]

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(a)

(b)

(c)

(a)

(b)

(a)

(b)

[ASIC 1989, s. 20]

Requir ements made of examinee

156.—(1)  The investigator may examine the examinee on oath or affirmation and may, for

that purpose, administer an oath or affirmation to the examinee.

(2)  The oath or affirmation to be taken or made by the examinee for the purposes of the

examination is an oath or affirmation that the statements that the examinee will make are true.

(3)    The investigator may require the examinee to answer a question that is put to the

examinee at the examination and is relevant to a matter that the Authority is investigating, or is

to investigate, under this Division.

[ASIC 1989, s. 21]

Examination to take place in private

157.—(1)    The examination shall take place in private and the investigator may give

directions as to who may be present during the examination or part thereof.

(2)  A person shall not be present at the examination unless he is —

the investigator or the examinee;

a person approved by the Authority; or

entitled to be present by virtue of a direction under subsection (1).

[ASIC 1989, s. 22]

Recor d of examination

158.—(1)  The investigator may, and shall if the examinee so requests, cause a record to be

made of statements made at the examination.

(2)  If a record made under subsection (1) is in writing or is reduced to writing —

the investigator may require the examinee to read the record, or to have it read to

him, and may require him to sign it; and

the investigator shall, if requested in writing by the examinee to give to the examinee

a copy of the written record, comply with the request without charge but subject to

such conditions as the investigator may impose.

[ASIC 1989, s. 24]

Giving copies of r ecor d to other per sons

159.—(1)  The Authority may give a copy of a written record of the examination, or such a

copy together with a copy of any related book, to an advocate and solicitor acting on behalf of a

person who is carrying on, or is contemplating in good faith, a proceeding in respect of a matter

to which the examination relates.

(2)  If the Authority gives a copy to a person under subsection (1), the person, or any other

person who has possession, custody or control of the copy or a copy of it, shall not, except in

connection with preparing, beginning or carrying on, or in the course of, any proceedings —

use the copy or a copy of it; or

publish, or communicate to a person, the copy, a copy of it, or any part of the copy’s
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(a)

(b)

(c)

(a)

(b)

(c)

contents.

(3)  The Authority may, subject to such conditions or restrictions as it may impose, give to a

person a copy of a written record of the examination, or such a copy together with a copy of any

related book.

[ASIC 1989, s. 25]

Copies given subject to conditions

160.  If a copy of a written record or a book is given to a person under section 158(2) or

159(3) subject to conditions or restrictions imposed by the Authority, the person, and any other

person who has possession, custody or control of the copy or a copy of it, shall comply with the

conditions.

[ASIC 1989, s. 26]

Recor d to accompany r eport

161.  If —

in the Authority’s opinion, a statement made at an examination is relevant to any

other investigation conducted under this Division;

a record of the statement was made under section 158; and

a report about the other investigation is prepared under section 151(3),

a copy of the record shall accompany the report to be submitted to the Minister under section

151(3).

Offences under this Subdivision

162.—(1)    A person who, without reasonable excuse, refuses or fails to comply with a

requirement under section 154 or 156(3) 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.

(2)  A person who, without reasonable excuse —

refuses or fails to take an oath or make an affirmation when required to do so by an

investigator examining him under this Subdivision;

refuses or fails to comply with a requirement of an investigator under section 158(2)

(a); or

refuses or fails to comply with section 159(2) or 160,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $5,000 or

to imprisonment for a term not exceeding 12 months or to both.

(3)  A person who, in purported compliance with the provisions of this Subdivision, or in the

course of examination of the person, furnishes information or makes a statement 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 2 years or to both.

(4)  It shall be a defence to a prosecution for an offence under subsection (3) if the defendant

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(a)

(b)

(c)

(a)

(b)

(a)

(b)

(a)

proves that he believed on reasonable grounds that the information or statement was true and

was not misleading.

(5)  A person who, without reasonable excuse, obstructs or hinders the Authority or another

person in the exercise of any power under this Subdivision 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.

[SIA, s. 6; ASIC 1989, s. 63-67]

Subdivision (3) —Powers to obtain information

Power of Authority to or der pr oduction of books

163.  For the purpose of an investigation under this Division, the Authority may, in writing,

require any person at a specified time and place to provide information or produce books

relating to any matter under investigation, and such person shall comply with that requirement.

Power to enter pr emises without war r ant

163A.—(1)    In connection with an investigation under this Division, any officer of the

Authority who is authorised by the Authority to do so (referred to in this section as an

investigator) and such other officers or persons as the Authority has authorised in writing to

accompany the investigator (each referred to in this section as an authorised person) may enter

any premises.

(2)  No investigator and no authorised person accompanying the investigator shall enter any

premises in the exercise of the powers under this section unless the investigator has given the

occupier of the premises a written notice which —

gives at least 2 working days’ notice of the intended entry;

indicates the subject-matter and purpose of the investigation; and

indicates the nature of the offences created by section 168.

(3)  Subsection (2) shall not apply —

if the investigation relates to an alleged or a suspected contravention of any provision

of Part XII, and the investigator has reasonable grounds for suspecting that the

premises are, or have been, occupied by a person who is being investigated in relation

to the contravention; or

if the investigator has taken all such steps as are reasonably practicable to give notice

under subsection (2)(a) but has not been able to do so.

(4)  Where subsection (3) applies, the power of entry conferred by subsection (1) shall only

be exercised upon production of —

evidence of the investigator’s authorisation and the authorisation of every authorised

person accompanying him; and

a document containing the information referred to in subsection (2)(b) and (c).

(5)  An investigator or authorised person entering any premises under this section may —

take with him such equipment as appears to him to be necessary;

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(b)

(c)

(d)

(i)

(ii)

(a)

(b)

(a)

(b)

(c)

(d)

(e)

(f)

require any person on the premises to produce any book which the investigator or

authorised person considers relates to any matter relevant to the investigation;

require any person on the premises to state, to the best of the person’s knowledge and

belief, where any such book is to be found; and

take any step, or issue to any person on the premises any requirement, which appears

to be necessary for the purpose of preserving or preventing interference with any

book which the investigator or authorised person considers relates to any matter

relevant to the investigation.

War r ant to seize books, etc.

164.—(1)  A Magistrate may, on the application of the Authority —

issue a warrant, if the Magistrate is satisfied that there are reasonable grounds to

suspect that there is, on any particular premises, any book —

the production of which has been required by the Authority under

section 163 or by an investigator or authorised person under section 163A,

but which has not been produced in compliance with that requirement; or

which, if required by the Authority under section 163 to be produced, will be

concealed, removed, tampered with or destroyed; and

if the Magistrate is also satisfied that there are reasonable grounds to suspect that

there is, on those premises, any other book which relates to any matter relevant to the

investigation concerned, direct that the powers exercisable under the warrant shall

extend to that other book.

(2)  A warrant issued under subsection (1) shall authorise the Authority or any person named

in the warrant, with or without assistance —

to enter the premises specified in the warrant, using such force as is reasonably

necessary for the purpose;

to search the premises and to break open and search anything, whether a fixture or

not, in the premises;

to take possession of, or secure against interference, any book that appears to be a

book referred to in subsection (1)(a) or, where applicable, subsection (1)(b);

to require any person to provide an explanation of any book that appears to be a book

referred to in subsection (1)(a) or, where applicable, subsection (1)(b), or to state, to

the best of that person’s knowledge and belief, where any such book may be found;

to search any person on those premises, if there are reasonable grounds to suspect

that the person has in his possession any book referred to in subsection (1)(a) or,

where applicable, subsection (1)(b), or any equipment or article which relates to any

matter relevant to the investigation concerned; and

to remove from those premises for examination any book that appears to be a book

referred to in subsection (1)(a) or, where applicable, subsection (1)(b), or any

equipment or article which relates to any matter relevant to the investigation

concerned.

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(a)

(b)

(i)

(ii)

(a)

(i)

(b)

(3)    The Authority or any person named in the warrant to execute it may allow any

equipment or article referred to in subsection (2)(f) to be retained on the premises specified in

the warrant to be searched, subject to such conditions as the Authority or that person may

require.

(4)  Any person entering any premises by virtue of a warrant issued under subsection (1) may

take with him such equipment as appears to him to be necessary.

(5)    Where a warrant is issued under subsection (1), and there is no one present at the

premises specified in the warrant to be searched when the Authority or any person named in the

warrant proposes to execute the warrant, the Authority or that person shall, before executing the

warrant —

take such steps as are reasonable in all the circumstances to inform the occupier of

the premises of the intended entry into the premises; and

subject to subsection (6), give the occupier or the occupier’s legal or other

representative a reasonable opportunity to be present when the warrant is executed.

(6)  If the Authority or any person named in the warrant to execute it is unable to inform the

occupier of the premises of the intended entry into the premises, the Authority or that person

shall, when executing the warrant, leave a copy of the warrant in a prominent place on the

premises.

(7)    On leaving any premises specified in a warrant issued under subsection (1), the

Authority or any person named in the warrant to execute it shall, if the premises are unoccupied

or if the occupier of the premises is temporarily absent, leave the premises as effectively

secured as the Authority or that person found the premises.

(8)  The powers conferred by this section are in addition to, and not in derogation of, any

other powers conferred by any other written law or rule of law.

(9)  In this section —

“occupier”, in relation to any premises specified in a warrant issued under subsection (1),

includes any person whom the Authority or any person named in the warrant to

execute it reasonably believes to be the occupier of those premises;

“premises” includes any structure, building, aircraft, vehicle or vessel.

Power s wher e books ar e pr oduced or seized

165.—(1)  This section shall apply where —

books are produced to the Authority —

pursuant to a requirement of the Authority under section 163 or of an

investigator or authorised person under section 163A(5); or

during an entry into any premises by an investigator or authorised person

under section 163A;

under a warrant issued under section 164, the Authority or a person named therein —

takes possession of books; or

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(ii)

(c)

(a)

(b)

(i)

(ii)

(iii)

(c)

(d)

(a)

(b)

(a)

(b)

secures books against interference; or

under a previous application of subsection (6), books are delivered into the

possession of the Authority or a person authorised by it.

(2)  If subsection (1)(a) applies, the Authority may take possession of any of the books.

(3)  The Authority or, where applicable, a person referred to in subsection (1)(b) may —

inspect, and may make copies of, or take extracts from, any of the books;

use, or permit the use of, any of the books for the purposes of any proceedings;

retain possession of any of the books for so long as is necessary —

for the purposes of exercising a power conferred by this section (other than

subsection (5));

for a decision to be made about whether or not any proceedings to which the

books concerned would be relevant should be instituted; or

for such proceedings to be instituted and carried on; and

require any book which the Authority or person referred to in subsection (1)(b) is

satisfied relates to any matter relevant to an investigation under this Division, and

which is stored in any electronic form, to be produced in a form which can be taken

away and which is visible and legible.

(4)    No person shall be entitled, as against the Authority or, where applicable, a person

referred to in subsection (1)(b) to claim a lien on any of the books, but such a lien is not

otherwise prejudiced.

(5)  While the books are in the possession of the Authority or, where applicable, the person

referred to in subsection (1)(b), the Authority or person —

shall permit another person to inspect at all reasonable times such of the books (if

any) as the second-mentioned person would be entitled to inspect if they were not in

possession of the Authority or the first-mentioned person; and

may permit any other person to inspect any of the books.

(6)  Unless subsection (1)(b)(ii) applies, an investigator or authorised person referred to in

subsection (1)(a) or a person referred to in subsection (1)(b) may deliver any of the books into

the possession of the Authority or of a person authorised by the Authority to receive them.

(7)    Without prejudice to sections 163A(5) and 164(2)(d), where subsection (1)(a) or (b)

applies, the Authority, an investigator or authorised person referred to in subsection (1)(a), a

person referred to in subsection (1)(b) or a person into whose possession the books are

delivered under subsection (6), may require —

if subsection (1)(a) applies, a person who so produced any of the books; or

in any other case, a person who was a party to the compilation of any of the books,

to explain to the best of his knowledge and belief any matter about the compilation of any of the

books or to which any of the books relate.

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[Act 34 of 2012 wef 01/05/2014]

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(a)

(b)

[SIA, s. 5 (6) (a); ASIC 1989, s. 37 modified]

Power s wher e books not pr oduced

166.  Where a person fails to comply with a requirement imposed by the Authority under

section 163 to produce any book, the Authority may require the person to state, to the best of

his knowledge and belief —

the place where such book may be found; and

the person who last had possession, custody or control of such book and the place

where that person may be found.

[SIA, s. 5 (6) (b); ASIC 1989, s. 38]

Copies of or extr acts fr om books to be admitted in evidence

167.—(1)    Subject to this section, a copy of or extract from a book referred to in this

Subdivision that is proved to be a true copy of the book or of the relevant part of the book is

admissible in evidence as if it were the original book or the relevant part of the original book.

(2)  For the purposes of subsection (1), evidence that a copy of or extract from a book is a

true copy of the book or of a part of the book may be given by a person who has compared the

copy or extract with the book or the relevant part of the book and may be given orally or by an

affidavit sworn, or by a declaration made, before a person authorised to take affidavits or

statutory declarations.

[SIA, s. 7]

Offences under this Division

168.—(1)   A person who, without reasonable excuse, refuses or fails to comply with any

requirement imposed under section 163, 163A(5), 165(3)(d) or (7) or 166, or pursuant to an

authorisation referred to in section 164(2)(d), 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.

(2)    A person who, in purported compliance with a requirement under this Subdivision,

furnishes information or makes a statement 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 2 years or to both.

(3)  It shall be a defence to a prosecution for an offence under subsection (2) if the defendant

proves that he believed on reasonable grounds that the information or statement was true and

not misleading.

(4)  Any person, who conceals, destroys, mutilates or alters any book, equipment or article

relating to a matter that the Authority is investigating or about to investigate under this Division

or who, where any such book, equipment or article is within the territory of Singapore, takes or

sends the book, equipment or article out of Singapore, shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not

exceeding 2 years or to both.

[1/2005]

[1/2005]

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(a)

(b)

(c)

(5)    A person who, without reasonable excuse, obstructs or hinders the Authority in the

exercise of any power under this Subdivision, or obstructs or hinders a person who is exercising

any power under section 163A(1) or (5) or executing a warrant issued under section 164, 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.

(6)  Any occupier or person in charge of any premises who fails to provide, to any person

who enters those premises under section 163A(1) or under a warrant issued under

section 164(1), all reasonable facilities and assistance for the effective exercise of that person’s

powers under section 163A(1) or (5) or under the warrant, as the case may be, shall be guilty of

an offence and shall be liable on conviction to a fine not exceeding $5,000 or to imprisonment

for a term not exceeding 12 months or to both.

[SIA, s. 6 modified; ASIC 1989, s. 63-67]

Division 4 —Transfer of Evidence

Inter pr etation of this Division

168A.  In this Division ––

“Commercial Affairs Officer” means a Commercial Affairs Officer appointed under

section 64 of the Police Force Act (Cap. 235);

“police officer” means a member of the Singapore Police Force who is deployed in the

Commercial Affairs Department of that Force.

Evidence obtained by Authority may be used in criminal investigations and pr oceedings

168B.—(1)    Notwithstanding the provisions of any written law or any rule of law, the

Authority may furnish any book, document, written record of any examination or other

information obtained by the Authority in the exercise of its powers under this Part to ––

a police officer;

a Commercial Affairs Officer; or

the Public Prosecutor,

for the purposes of any investigation into or criminal proceedings against a person for an

alleged contravention of any provision under Part XII.

(2)  For the avoidance of doubt, any book, document, written record of examination or other

information furnished by the Authority under subsection (1) shall not be inadmissible in any

criminal proceedings by reason only that it was first obtained by the Authority in the exercise of

its powers under this Act, and the admissibility thereof shall be determined in accordance with

the rules of evidence under written law and any relevant rules of law.

Evidence obtained in police investigations may be used in civil pr oceedings

168C.—(1)  Notwithstanding the provisions of any written law or any rule of law, any book,

document, statement or other information obtained by a police officer or a Commercial Affairs

[1/2005]

[Act 34 of 2012 wef 01/05/2014]

[Act 34 of 2012 wef 01/05/2014]

[2/2009 wef 29/07/2009]

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(a)

(b)

Officer in the exercise of his powers under Divisions 1 and 2 of Part IV and sections 111, 258,

260, 261 and 280 of the Criminal Procedure Code 2010 may be furnished to the Authority, if

the Public Prosecutor is satisfied that such information is necessary to enable the Authority to

investigate or bring an action for a civil penalty order against a person in respect of a

contravention of any provision in Part XII.

(2)    For the avoidance of doubt, any book, document, statement or other information

furnished to the Authority under subsection (1) shall not be inadmissible in any civil

proceedings under this Act to which the Authority is a party by reason only that it was first

obtained by a police officer or a Commercial Affairs Officer in the exercise of his powers under

the Criminal Procedure Code, and the admissibility thereof shall be determined in accordance

with the rules of evidence under written law and any relevant rules of law.

PART X

ASSISTANCE TO

FOREIGN REGULATORY AUTHORITIES

Inter pr etation of this Part

169.  In this Part, unless the context otherwise requires —

“enforce” means enforce through criminal, civil or administrative proceedings;

“enforcement” means the taking of any action to enforce a law or regulatory requirement

against a specified person, being a law or regulatory requirement that relates to the

«securities, «futur es or derivatives industry of the foreign country of the regulatory

authority concerned;

“foreign country” means a country or territory other than Singapore;

“investigation” means an investigation to determine if a specified person has contravened

or is contravening a law or regulatory requirement, being a law or regulatory

requirement that relates to the «securities, «futur es or derivatives industry of the

foreign country of the regulatory authority concerned;

“material” includes any information, book, document or other record in any form

whatsoever, «and any container or article relating thereto;

“regulatory authority”, in relation to a foreign country, means an authority of the foreign

country exercising any function that corresponds to a regulatory function of the

Authority under this «Act;

“supervision”, in relation to a regulatory authority, means the taking of any action for or

in connection with the supervision of —

a person operating a «securities market or «futur es market, an intermediary or

any other person regulated by the regulatory authority; or

the issuance of or trading in «securities, or the trading in «futur es contracts in

the foreign country of the regulatory authority.

[SIA, s. 96A; FTA, s. 49Q]

[15/2010 wef 02/01/2011]

[2/2009 wef 29/07/2009]

[«Act 34 of 2012 wef 01/08/2013]

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(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(a)

(b)

(c)

(a)

Conditions for pr ovision of assistance

170.—(1)    The Authority may provide the assistance referred to in section 172 to a

regulatory authority of a foreign country if the Authority is satisfied that all of the following

conditions are fulfilled:

the request by the regulatory authority for assistance is received by the Authority on

or after 6th March 2000;

the assistance is intended to enable the regulatory authority, or any other authority of

the foreign country, to carry out the supervision, investigation or enforcement;

the contravention of the law or regulatory requirement to which the request relates

took place on or after 6th March 2000;

the regulatory authority has given a written undertaking that any material or copy

thereof obtained pursuant to its request shall not be used for any purpose other than a

purpose that is specified in the request and approved by the Authority;

the regulatory authority has given a written undertaking not to disclose to a third

party (other than a designated third party of the foreign country in accordance with

paragraph (f)) any material received pursuant to the request unless the regulatory

authority is compelled to do so by the law or a court of the foreign country;

the regulatory authority has given a written undertaking to obtain the prior consent of

the Authority before disclosing any material received pursuant to the request to a

designated third party, and to make such disclosure only in accordance with such

conditions as may be imposed by the Authority;

the material requested for is of sufficient importance to the carrying out of the

supervision, investigation or enforcement to which the request relates and cannot

reasonably be obtained by any other means;

the matter to which the request relates is of sufficient gravity; and

the rendering of assistance will not be contrary to the public interest or the interest of

the investing public.

(2)  For the purposes of subsection (1)(e) and (f), “designated third party”, in relation to a

foreign country, means —

any person or body responsible for supervising the regulatory authority in question;

any authority of the foreign country responsible for carrying out the supervision,

investigation or enforcement in question; or

any authority of the foreign country exercising a function that corresponds to a

regulatory function of the Authority under this Act.

[SIA, s. 96B; FTA, s. 49R]

Other factor s to consider for pr ovision of assistance

171.  In deciding whether to grant a request for assistance referred to in section 172 from a

regulatory authority of a foreign country, the Authority may also have regard to the following:

whether the act or omission that is alleged to constitute the contravention of the law

or regulatory requirement to which the request relates would, if it had occurred in
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(b)

(c)

(a)

(b)

(c)

(d)

(e)

(a)

(b)

Singapore, have constituted an offence under this Act;

whether the regulatory authority has given or is willing to give an undertaking to the

Authority to comply with a future request by the Authority to the regulatory authority

for similar assistance; and

whether the regulatory authority has given or is willing to give an undertaking to the

Authority to contribute towards the costs of providing the assistance that the

regulatory authority has requested for.

[SIA, s. 96C; FTA, s. 49S]

Assistance that may be r ender ed

172.—(1)  Notwithstanding the provisions of any prescribed written law or any requirement

imposed thereunder or any rule of law, the Authority or any person authorised by the Authority

may, in relation to a request by a regulatory authority of a foreign country for assistance —

transmit to the regulatory authority any material in the possession of the Authority

that is requested by the regulatory authority or a copy thereof;

order any person to furnish to the Authority any material that is requested by the

regulatory authority or a copy thereof, and transmit the material or copy to the

regulatory authority;

order any person to transmit directly to the regulatory authority any material that is

requested by the regulatory authority or a copy thereof;

order any person to make an oral statement to the Authority on any information

requested by the regulatory authority, record such statement, and transmit the

recorded statement to the regulatory authority; or

request any Ministry, Government department or statutory authority to furnish to the

Authority any material that is requested by the regulatory authority or a copy thereof,

and transmit the material or copy to the regulatory authority.

(2)    The assistance referred to in subsection (1)(c) may only be rendered if the material

sought is to enable the regulatory authority to carry out investigation or enforcement.

(3)    An order under subsection (1)(b), (c) or (d) shall have effect notwithstanding any

obligations as to secrecy or other restrictions upon the disclosure of information imposed by

any prescribed written law or any requirement imposed thereunder, any rule of law, any

contract or any rule of professional conduct.

(4)  Nothing in this section shall compel an advocate and solicitor, or a legal counsel referred

to in section 128A of the Evidence Act (Cap. 97) —

to furnish or transmit any material or copy thereof that contains; or

to disclose,

a privileged communication made by or to him in that capacity.

(5)  An advocate and solicitor, or a legal counsel referred to in section 128A of the Evidence

Act, who refuses to furnish or transmit any material or copy thereof that contains, or to disclose,

any privileged communication shall nevertheless be obliged to give the name and address (if he

knows them) of the person to whom, or by or on behalf of whom, the privileged communication

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(a)

(b)

(a)

(b)

(c)

(a)

(b)

(c)

was made.

(6)  A person is not excused from making an oral statement pursuant to an order made under

subsection (1)(d) on the ground that the statement might tend to incriminate him but, where the

person claims before making the statement that the statement might tend to incriminate him,

that statement —

shall not be admissible in evidence against him in criminal proceedings other than

proceedings for an offence under section 173; but

shall be admissible in evidence in civil proceedings under Part XII.

[SIA, s. 96D; FTA, s. 49T]

Offences under this Part

173.  Any person who —

without reasonable excuse refuses or fails to comply with an order under

section 172(1)(b), (c) or (d);

in purported compliance with an order under section 172(1)(b) or (c), furnishes to the

Authority or transmits to a regulatory authority any material or copy thereof known

to the person to be false or misleading in a material particular; or

in purported compliance with an order made under section 172(1)(d), makes a

statement to the Authority 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 $10,000 or

to imprisonment for a term not exceeding 2 years or to both.

[SIA, s. 96E; FTA, s. 49U]

Immunities

174.—(1)    No civil or criminal proceedings, other than proceedings for an offence under

section 173, shall lie against any person for —

furnishing to the Authority or transmitting any material or copy thereof to the

Authority or a regulatory authority of a foreign country if he had furnished or

transmitted that material or copy in good faith in compliance with an order made

under section 172(1)(b) or (c);

making a statement to the Authority in good faith and in compliance with an order

made under section 172(1)(d); or

doing or omitting to do any act, if he had done or omitted to do the act in good faith

and as a result of complying with such an order.

(2)  Any person who complies with an order referred to in subsection (1)(a) or (b) shall not

be treated as being in breach of any restriction upon the disclosure of information or thing

imposed by any prescribed written law or any requirement imposed thereunder, any rule of law,

any contract or any rule of professional conduct.

[SIA, s. 96F; FTA, s. 49V]

PART XI

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(a)

(b)

(a)

(b)

(c)

(a)

(b)

(c)

(d)

(e)

(f)

INVESTOR COMPENSATION SCHEME

Inter pr etation of this Part

175.  In this Part, “member”, in relation to an approved exchange, means a person who —

holds membership of any class or description of the approved exchange, whether or

not he holds any share in the share capital of such exchange; and

is licensed by the Authority to carry on the business of dealing in securities or trading

in futures contracts, as the case may be.

[SIA, s. 74; FTA, s. 49A]

Establishment of fidelity fund

176.—(1)    Each approved exchange shall establish, keep and administer a fidelity fund

(referred to in this Part as a fidelity fund or fund).

(2)  The assets of the fidelity fund of an approved exchange shall —

be the property of the exchange;

be kept separate from all other property of the exchange; and

be held in trust for the purposes set out in this Part.

[SIA, s. 75; FTA, s. 49AA]

Moneys constituting fidelity fund

177.  The fidelity fund of an approved exchange shall consist of —

all moneys paid to the exchange by its members in accordance with this Part;

all moneys paid to the fund by the exchange;

all interest and profits from time to time accruing from the investment of the fund;

all moneys recovered by or on behalf of the exchange in the exercise of any right of

action conferred by this Part;

all moneys paid by an insurer pursuant to a contract of insurance or indemnity

entered into by the exchange under section 194; and

all other moneys lawfully paid into the fund.

[SIA, s. 76; FTA, s. 49B]

Fund to be kept in separ ate bank account

178.  All moneys forming part of a fidelity fund shall, pending the investment or application

thereof in accordance with this Part, be kept in a separate bank account in Singapore.

[SIA, s. 77; FTA, s. 49C]

Payments out of fidelity fund

179.  Subject to this Part, there shall be paid out of the fidelity fund of an approved exchange

[2/2009 wef 29/07/2009]

[2/2009 wef 29/07/2009]

[2/2009 wef 29/07/2009]

[2/2009 wef 29/07/2009]

[2/2009 wef 29/07/2009]
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(a)

(b)

(c)

(d)

(e)

(a)

(b)

(a)

(b)

as required and in such order as the exchange considers proper —

the amount of all claims, including costs, allowed by the exchange or established

against the exchange under this Part;

all legal and other expenses incurred in investigating or defending claims made under

this Part or incurred in relation to the fund or in the exercise by the exchange of the

rights, powers and authorities vested in it by this Part in relation to the fund;

all premiums payable in respect of contracts of insurance or indemnity entered into

by the exchange under section 194;

all expenses incurred or involved in the administration of the fund, including the

salaries and wages of persons employed by the exchange in relation thereto; and

all other moneys payable out of the fund in accordance with this Act.

[SIA, s. 78; FTA, s. 49D]

Accounts of fund

180.—(1)    An approved exchange shall establish and keep proper accounts of its fidelity

fund and shall, within 5 months from the last day of each financial year of that exchange, cause

a balance-sheet in respect of such accounts to be made out as at the last day of that financial

year.

(2)  The approved exchange shall appoint an auditor to audit the accounts of the fidelity fund.

(3)  The auditor appointed by the approved exchange shall —

regularly and fully audit the accounts of the fidelity fund; and

audit each balance-sheet and cause it to be laid before the exchange not later than 3

months after the balance-sheet was made out.

[SIA, s. 79; FTA, s. 49E]

Fidelity fund to consist of amount of $20 million, etc.

181.    The fidelity fund of an approved exchange shall consist of an amount of not less

than —

$20 million; or

such other amount as the Authority may, by order published in the Gazette, specify in

substitution of the amount specified under paragraph (a),

to be paid to the credit of the fund on the approval of the exchange under this Act or at any time

after its approval as determined by the Authority.

[SIA, s. 81; FTA, s. 49F]

Pr ovisions if fund is r educed below minimum amount

182.  If the fidelity fund of an approved exchange is reduced below the minimum amount

referred to in section 181, the exchange shall take steps to make up the deficiency —

[2/2009 wef 29/07/2009]

[2/2009 wef 29/07/2009]

[2/2009 wef 29/07/2009]

[2/2009 wef 29/07/2009]

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(a)

(b)

(a)

(b)

(a)

by transferring an amount that is equal to the deficiency from other funds of the

exchange to the fidelity fund; and

in the event that there are insufficient funds to transfer under paragraph (a), by

requiring each member of the exchange to contribute to the fund such amount as the

exchange may determine.

[SIA, s. 82; FTA, s. 49G]

Levy to meet liabilities

183.—(1)  If at any time a fidelity fund is not sufficient to satisfy the liabilities that are then

ascertained of an approved exchange in relation thereto, the approved exchange —

may impose on every member a levy of such amount as it thinks fit; or

if ordered by the Authority, shall impose a levy of such amount which shall in the

aggregate be equivalent to the amount so specified in the order.

(2)  The amount of such levy shall be paid within the time and in the manner specified by the

approved exchange either generally or in relation to any particular case.

(3)  No member of an approved exchange shall be required to pay by way of levy under this

section more than $300,000 in the aggregate in any particular case.

[SIA, s. 83]

Power of appr oved exchange to make advances to fund

184.—(1)  An approved exchange may, out of its general funds, give or advance any sum of

money to its fidelity fund on such terms as it thinks fit.

(2)   Any sum of money advanced by an approved exchange under subsection (1) may be

repaid out of the fidelity fund to the general funds of the approved exchange, as the case may

be.

[SIA, s. 84]

Investment of fund

185.    Any moneys in a fidelity fund that are not immediately required for any purpose

referred to in this Part may be invested by an approved exchange in any manner in which

trustees are for the time being authorised by law to invest trust funds.

[SIA, s. 85; FTA, s. 49H]

Application of fund

186.—(1)  Subject to this Part, a fidelity fund shall be held «and applied for the purpose of

compensating any person (other than an accredited investor) who suffers pecuniary loss because

of a defalcation committed —

in the course of, or in connection with, a dealing in «securities, or the trading of a

«futur es contract;

[2/2009 wef 29/07/2009]

[2/2009 wef 29/07/2009]

[2/2009 wef 29/07/2009]

[2/2009 wef 29/07/2009]

[2/2009 wef 29/07/2009]

[2/2009 wef 29/07/2009]

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(b)

(i)

(ii)

(c)

(a)

(b)

(c)

by a member of an approved exchange or by any agent of such member; «and

in relation to any money or other property which, after the establishment of the

fidelity fund was entrusted to or received —

by that member or by any of its agents for or on behalf of any other person;

or

by that member either as the sole trustee or as trustee with any other person

or persons, or by any of its agents as trustee or for or on behalf of the trustees

of that money or property.

(2)  Subject to this Part, the fidelity fund shall be applied for the purpose of paying to the

Official Assignee or a trustee in bankruptcy within the meaning of the Bankruptcy «Act (Cap.

20) an amount not greater than the amount that the Official Assignee or the trustee in

bankruptcy, as the case may be, certifies is required in order to make up or reduce the total

deficiency arising because the available assets of a bankrupt, who is a member of an approved

exchange, are insufficient to satisfy any debts arising from dealings in «securities or trading in

«futur es contracts that have been proved in the bankruptcy by creditors of the bankrupt

member.

(3)  Subsection (2) shall apply in the case of a member of an approved exchange who has

made a voluntary arrangement with his creditors under Part V of the Bankruptcy «Act in like

manner as that subsection applies in the case of a member who has become bankrupt.

(4)  For the purposes of subsection (3) —

a reference to a trustee in bankruptcy in subsection (2) shall be deemed to be a

reference to a nominee within the meaning of Part V of the Bankruptcy «Act;

a reference to debts proved in bankruptcy in subsection (2) shall be deemed to be a

reference to debts provable in relation to a voluntary arrangement within the meaning

of Part V of the Bankruptcy «Act; «and

a reference to the bankrupt in subsection (2) shall be deemed to be a reference to the

person who made the voluntary arrangement under Part V of the Bankruptcy «Act.

(5)    Subject to this Part, the fidelity fund shall be applied for the purpose of paying to a

liquidator of a member of an approved exchange that is being wound up an amount not greater

than the amount that the liquidator certifies is required to make up or reduce the total deficiency

arising because the available assets of the member are insufficient to satisfy any debts arising

from dealings in «securities or trading in «futur es contracts that have been proved in the

liquidation of the member.

(6)   Where a claim has been made for compensation in respect of a pecuniary loss under

subsection (1), no claim for a payment under subsection (2) or (5) shall be made in respect of

the same pecuniary loss.

(7)  Where a claim has been made for a payment in respect of a deficiency referred to in

subsection (2), no claim for compensation under subsection (1) or for a payment under

subsection (5) shall be made in respect of the same deficiency.

[2/2009 wef 29/07/2009]

[2/2009 wef 29/07/2009]

[2/2009 wef 29/07/2009]

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(a)

(b)

(a)

(b)

(a)

(b)

(a)

(b)

(8)  Where a claim has been made for a payment in respect of a deficiency referred to in

subsection (5), no claim for compensation under subsection (1) or for a payment under

subsection (2) shall be made in respect of the same deficiency.

(9)  Moneys paid under subsection (2) or (5) may only be applied by the Official Assignee, a

trustee in bankruptcy, a nominee or a liquidator, as the case may be, for the purpose of

satisfying debts arising from dealings in «securities or trading in «futur es contracts, «and for

no other purpose.

(10)  Subject to the provisions of this section, the amount or the sum of the amounts that may

be paid out of the fidelity fund under this Part for the purpose of —

compensating pecuniary loss under subsection (1); or

making a payment under subsection (2) or (5),

*

shall not, in respect of each member, exceed the prescribed amount.

*   Prescribed amount shall be $2 million for the purposes of section 186(1) — see G.N. No. S 367/2005.

(11)  Subject to the provisions of this section —

the amount that may be paid out of the fidelity fund to each claimant under

subsection (1) in relation to each member; or

the amount that the Official Assignee, a trustee in bankruptcy, a nominee or a

liquidator may pay to each creditor of a member from any amount paid to the Official

Assignee, trustee in bankruptcy, nominee or liquidator, as the case may be, under

subsection (2) or (5),

†

shall not exceed the prescribed amount.

†   Prescribed amount shall be $50,000 for the purposes of section 186(11) — see G.N. No. S 367/2005.

(12)  For the purposes of subsections (10) «and (11), any amount paid out of the fidelity fund

shall, to the extent to which the fund is subsequently reimbursed therefor, be disregarded.

(13)  In this section, “agent”, in relation to a member of an approved exchange —

means a person who is a director, an officer, an employee or a representative of the

member; «and

includes a person who has been, but at the time of any defalcation in question has

ceased to be, a director, an officer, an employee or a representative of the member if,

at the time of the defalcation, the person claiming compensation has reasonable

grounds for believing that person to be a director, an officer, an employee or a

representative of the member.

(14)  In this section, any reference to dealing in «securities or trading of a «futur es contract

is a reference to such dealing or trading which is done or to be done —

on the approved exchange which establishes, keeps «and administers the fidelity

fund; or

through a trading linkage of the approved exchange with an overseas «securities

exchange or an overseas «futur es exchange.

[2/2009 wef 29/07/2009]

[2/2009 wef 29/07/2009]
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(a)

(b)

Claims against fund

187.—(1)    Subject to this Part, every person who suffers pecuniary loss referred to in

section 186 shall be entitled to claim compensation out of the fidelity fund and to take

proceedings in the High Court under this Act against an approved exchange to establish such

claim.

(2)  A person shall not have any claim against the fidelity fund in respect of a defalcation in

respect of money or other property which prior to the commission of the defalcation had, in the

due course of the administration of a trust, ceased to be under the sole control of the director or

directors of the member of an approved exchange.

(3)    Subject to this Part, the amount which any claimant shall be entitled to claim as

compensation out of a fidelity fund shall be the amount of the actual pecuniary loss suffered by

him (including the reasonable costs of and disbursements incidental to the making and proof of

his claim) less the amount or value of all moneys or other benefits received or receivable by

him from any source other than the fund in reduction of the loss.

[SIA, s. 87; FTA, s. 49J]

Notice calling for claims against fund

188.—(1)  An approved exchange may cause to be published in a daily newspaper published

and circulating generally in Singapore a notice, in or to the effect of the form prescribed,

specifying a date, not being earlier than 3 months after the date of publication, on or before

which claims for compensation out of the fidelity fund, in relation to the person specified in the

notice, may be made.

(2)  A claim for compensation out of a fidelity fund in respect of a defalcation shall be made

in writing to the approved exchange, as the case may be —

where a notice under subsection (1) has been published, on or before the date

specified in the notice; or

where no such notice has been published, within 6 months after the claimant became

aware of the defalcation.

(3)  Any claim which is not made in accordance with subsection (2) shall be barred unless

the approved exchange otherwise allows.

(4)  No action for damages shall lie against an approved exchange or against any member or

employee of the approved exchange by reason of any notice published in good faith and without

malice for the purposes of this section.

[SIA, s. 88; FTA, s. 49K]

Power of appr oved exchange to settle claims

189.—(1)  An approved exchange may, subject to this Part, allow and settle any proper claim

for compensation out of a fidelity fund at any time after the commission of the defalcation in

respect of which the claim arose.

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(a)

(b)

(a)

(b)

(2)    Subject to subsection (3), a person shall not commence proceedings under this Part

against an approved exchange without the consent of the approved exchange, as the case may

be, unless —

the approved exchange has disallowed his claim; and

the claimant has exhausted all relevant rights of action and other legal remedies for

the recovery of the money or other property, in respect of which the defalcation was

committed, available against a member of the approved exchange in relation to whom

or to which the claim arose and all other persons liable in respect of the loss suffered

by the claimant.

(3)  A person who has been refused consent to commence proceedings under this Part by an

approved exchange under subsection (2) may apply for leave to a Judge of the High Court in

chambers who may make such order in the matter as he thinks fit.

(4)  An approved exchange shall, after disallowing (whether wholly or in part) any claim for

compensation out of a fidelity fund, serve notice of such disallowance in the prescribed form on

the claimant or his solicitor.

(5)    No proceedings against an approved exchange in respect of a claim which has been

disallowed by the exchange shall be commenced after the expiration of 3 months after service

of notice of disallowance under subsection (4).

(6)  In any proceedings brought to establish a claim —

evidence of any admission or confession by, or other evidence which would be

admissible against, the member of an approved exchange or other person by whom it

is alleged a defalcation was committed, shall be admissible to prove the commission

of the defalcation, notwithstanding that the member or other person is not the

defendant in or a party to those proceedings; and

all defences which would have been available to that member or person shall be

available to the approved exchange.

(7)  An approved exchange or, where proceedings are brought to establish a claim, the High

Court, if satisfied that the defalcation on which the claim is founded was actually committed,

may allow the claim and act accordingly, notwithstanding that the person who committed the

defalcation has not been convicted or prosecuted therefor or that the evidence on which the

approved exchange or the High Court, as the case may be, acts would not be sufficient to

establish the guilt of that person upon a criminal trial in respect of the defalcation.

[SIA, s. 89; FTA, s. 49L]

Power of appr oved exchange to r equir e pr oduction of evidence

190.—(1)    An approved exchange may require any person to produce and deliver any

contract note, document or statement of evidence necessary to support any claim made, or

necessary for the purpose either of exercising its rights against a member of an approved

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exchange or the directors of that member or any other person concerned, or of enabling criminal

proceedings to be taken against any person in respect of a defalcation.

(2)  Where a person who is required under subsection (1) to produce or deliver any contract

note, document or statement of evidence fails to do so, the approved exchange may disallow

any claim by him under this Part.

[SIA, s. 91; FTA, s. 49M]

Subr ogation of appr oved exchange to rights, etc., of claimant upon payment fr om fund

191.  On payment out of a fidelity fund of any moneys in respect of any claim under this

Part, the approved exchange shall be subrogated to the extent of such payment to all the rights

and remedies of the claimant in relation to the loss suffered by him by reason of the defalcation

on which the claim was based.

[SIA, s. 92; FTA, s. 49N]

Payment of claims only fr om fund

192.    No moneys or other property belonging to an approved exchange, other than the

fidelity fund, shall be available for the payment of any claim under this Part, whether the claim

is allowed by the approved exchange or is made the subject of an order of the High Court.

[SIA, s. 93; FTA, s. 49O]

Pr ovision wher e fund insufficient to meet claims or wher e claims exceed total amount

payable

193.—(1)    Where the amount at credit in a fidelity fund is insufficient to pay the whole

amount of all claims against it which have been allowed or in respect of which orders of the

High Court have been made, then the amount at credit in the fund shall, subject to

subsection (2), be apportioned between the claimants in such manner as the approved exchange

thinks equitable, and such claim shall, so far as it then remains unpaid, be charged against

future receipts of the fund and paid out of the fund when moneys are available therein.

(2)  Where the aggregate of all claims which have been allowed or in respect of which orders

of the High Court have been made in relation to a defalcation by or in connection with a

member of an approved exchange exceeds the total amount which may, pursuant to

section 186(10), be paid under this Part in respect of that member, then such total amount shall

be apportioned between the claimants in such manner as the approved exchange thinks

equitable.

(3)    Upon payment out of the fidelity fund of such total amount in accordance with the

apportionment of all such claims under subsection (2), any order relating thereto and all other

claims against the fund which may thereafter arise or be made in respect of that defalcation by

or in connection with that member shall be absolutely discharged.

[SIA, s. 94; FTA, s. 49P]

Power of appr oved exchange to enter into contr acts of insur ance

194.—(1)    An approved exchange may in its discretion, enter into any contract with any

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(i)

(ia)

(ii)

(a)

(i)

(ia)

(ii)

(b)

person or body of persons, corporate or unincorporate, carrying on fidelity insurance business in

Singapore whereby the approved exchange will be insured or indemnified to the extent and in

the manner provided by such contract against liability in respect of claims under this Part.

(2)  Any contract under subsection (1) may be entered into in relation to members generally,

or in relation to any particular member or members named therein, or in relation to members

generally with the exclusion of any particular member or members named therein.

(3)  No action shall lie against an approved exchange or against any member or employee of

an approved exchange for injury alleged to have been suffered by any other member by reason

of the publication in good faith of a statement that any contract entered into under this section

does or does not apply with respect to it.

[SIA, s. 95]

Application of insur ance moneys

195.  No claimant against a fidelity fund shall have any right of action against any person or

body of persons with whom a contract of insurance or indemnity is made under this Part in

respect of such contract, or have any right or claim with respect to any moneys paid by the

insurer in accordance with any such contract.

[SIA, s. 96]

PART XII

MARKET CONDUCT

Division 1 —Prohibited Conduct —Securities

Application of this Division

196.  This Division shall apply to —

acts occurring within Singapore in relation to —

securities of any corporation, whether formed or carrying on business in

Singapore or elsewhere;

securities of any business trust; or

securities listed for quotation or quoted on a securities market in Singapore

or elsewhere; and

acts occurring outside Singapore, in relation to —

securities of a corporation that is formed or carrying on business in

Singapore;

securities of a business trust, the trustee of which is formed in Singapore or

carries on business on behalf of the business trust in Singapore; or

securities listed for quotation or quoted on a securities market in Singapore.

[Malaysia SIA, s. 88C]

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(i)

(ii)

(A)

(B)

(C)

(iii)

(iv)

(AA)

(BB)

(CC)

(DD)

(EE)

(a)

(i)

(ii)

(iii)

(iv)

(v)

(b)

Inter pr etation of this Division

196A.  In this Division —

“debenture” has the same meaning as in section 2 and, in relation to a business trust,

means any debenture issued by the trustee of the business trust in its capacity as

trustee of the business trust;

“securities”  —

in relation to a corporation, for the purposes of sections 196(a)(i) and (b)(i),

198, 202 and 203, means —

debentures, stocks or shares issued or proposed to be issued by a

corporation;

any right, option or derivative in respect of any such debentures, stocks

or shares;

any right under a contract for differences or under any other contract

the purpose or pretended purpose of which is to secure a profit or avoid

a loss by reference to fluctuations in —

the value or price of any such debentures, stocks or shares;

the value or price of any group of any such debentures, stocks

or shares; or

an index of any such debentures, stocks or shares; or

such other product or class of products as the Authority may prescribe,

but does not include —

futures contracts;

bills of exchange;

promissory notes;

certificates of deposit issued by a bank or finance company; or

such other product or class of products as the Authority may prescribe

as not being securities;

in relation to a business trust, for the purposes of sections 196(a)(ia) and (b)(ia),

198, 202 and 203, means —

units in a business trust;

derivatives of units in a business trust;

debentures of a business trust;

any right, option or derivative in respect of any such debentures; or

such other product or class of products as the Authority may prescribe,

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(A)

(B)

(C)

(D)

(c)

(a)

(b)

(a)

(b)

(a)

(b)

but does not include —

futures contracts;

bills of exchange;

promissory notes; or

such other product or class of products as the Authority may prescribe

as not being securities; and

in any other case, has the same meaning as in section 2.

False tr ading and mar ket rigging tr ansactions

197.—(1)  No person shall do any thing, cause any thing to be done or engage in any course

of conduct, if his purpose, or any of his purposes, for doing that thing, causing that thing to be

done or engaging in that course of conduct, as the case may be, is to create a false or misleading

appearance —

of active trading in any securities on a securities market; or

with respect to the market for, or the price of, such securities.

(1A)  No person shall do any thing, cause any thing to be done or engage in any course of

conduct that creates, or is likely to create, a false or misleading appearance of active trading in

any securities on a securities market, or with respect to the market for, or the price of, such

securities, if —

he knows that doing that thing, causing that thing to be done or engaging in that

course of conduct, as the case may be, will create, or will be likely to create, that

false or misleading appearance; or

he is reckless as to whether doing that thing, causing that thing to be done or

engaging in that course of conduct, as the case may be, will create, or will be likely to

create, that false or misleading appearance.

(2)  No person shall, by means of any purchase or sale of any securities that do not involve a

change in the beneficial ownership of those securities, or by any fictitious transaction or device,

maintain, inflate, depress, or cause fluctuations in, the market price of any securities.

(3)  Without prejudice to the generality of subsection (1), where a person —

effects, takes part in, is concerned in or carries out, directly or indirectly, any

transaction of purchase or sale of any securities, being a transaction that does not

involve any change in the beneficial ownership of the securities;

makes or causes to be made an offer to sell any securities at a specified price where

he has made or caused to be made or proposes to make or to cause to be made, or

knows that a person associated with him has made or caused to be made or proposes

to make or to cause to be made, an offer to purchase the same number, or

substantially the same number, of securities at a price that is substantially the same as

the first-mentioned price; or

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(c)

(a)

(b)

(a)

makes or causes to be made an offer to purchase any securities at a specified price

where he has made or caused to be made or proposes to make or to cause to be made,

or knows that a person associated with him has made or caused to be made or

proposes to make or to cause to be made, an offer to sell the same number, or

substantially the same number, of securities at a price that is substantially the same as

the first-mentioned price,

it shall be presumed that his purpose, or one of his purposes, for doing so is to create a false or

misleading appearance of active trading in securities on a securities market.

(4)  The presumption under subsection (3) may be rebutted if the defendant establishes that

the purpose or purposes for which he did the act was not, or did not include, the purpose of

creating a false or misleading appearance of active trading in securities on a securities market.

(5)    For the purposes of this section, a purchase or sale of securities does not involve a

change in the beneficial ownership if a person who had an interest in the securities before the

purchase or sale, or a person associated with the first-mentioned person in relation to those

securities, has an interest in the securities after the purchase or sale.

(6)  In any proceedings against a person for a contravention of subsection (2) in relation to a

purchase or sale of securities that did not involve a change in the beneficial ownership of those

securities, it is a defence if the defendant establishes that the purpose or purposes for which he

purchased or sold the securities was not, or did not include, the purpose of creating a false or

misleading appearance with respect to the market for, or the price of, securities.

(7)    The reference in subsection (3)(a) to a transaction of purchase or sale of securities

includes —

a reference to the making of an offer to purchase or sell securities; and

a reference to the making of an invitation, however expressed, that expressly or

impliedly invites a person to offer to purchase or sell securities.

[SIA, s. 97; Aust. Corporations 2001, s. 998]

Securities mar ket manipulation

198.—(1)    No person shall effect, take part in, be concerned in or carry out, directly or

indirectly, 2 or more transactions in securities of a corporation, being transactions that have, or

are likely to have, the effect of raising, lowering, maintaining or stabilising the price of

securities of the corporation on a securities market, with intent to induce other persons to

subscribe for, purchase or sell securities of the corporation or of a related corporation.

(1A)  No person shall effect, take part in, be concerned in or carry out, directly or indirectly,

2 or more transactions in securities of a business trust, being transactions that have, or are likely

to have, the effect of raising, lowering, maintaining or stabilising the price of securities of the

business trust on a securities market, with intent to induce other persons to subscribe for,

purchase or sell securities of the business trust.

(2)   A reference in subsection (1) or (1A) to transactions in securities of a corporation or

securities of a business trust, as the case may be, includes —

a reference to the making of an offer to purchase or sell such securities of the

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(b)

(a)

(b)

(c)

(i)

(ii)

(a)

(b)

(c)

(d)

corporation or such securities of the business trust, as the case may be; and

a reference to the making of an invitation, however expressed, that directly or

indirectly invites a person to offer to purchase or sell such securities of the

corporation or such securities of the business trust, as the case may be.

[SIA, s. 98]

False or misleading statements, etc.

199.    No person shall make a statement, or disseminate information, that is false or

misleading in a material particular and is likely —

to induce other persons to subscribe for securities;

to induce the sale or purchase of securities by other persons; or

to have the effect of raising, lowering, maintaining or stabilising the market price of

securities,

if, when he makes the statement or disseminates the information —

he does not care whether the statement or information is true or false; or

he knows or ought reasonably to have known that the statement or information is

false or misleading in a material particular.

[SIA, s. 99; Aust. Corporations 2001, s. 999]

Fr audulently inducing per sons to deal in securities

200.—(1)  No person shall —

by making or publishing any statement, promise or forecast that he knows or ought

reasonably to have known to be misleading, false or deceptive;

by any dishonest concealment of material facts;

by the reckless making or publishing of any statement, promise or forecast that is

misleading, false or deceptive; or

by recording or storing in, or by means of, any mechanical, electronic or other device

information that he knows to be false or misleading in a material particular,

induce or attempt to induce another person to deal in securities.

(2)  In any proceedings against a person for a contravention of subsection (1) constituted by

recording or storing information as mentioned in subsection (1)(d), it is a defence if it is

established that, at the time when the defendant so recorded or stored the information, he had no

reasonable grounds for expecting that the information would be available to any other person.

(3)  In any proceedings against a person for a contravention of subsection (1), the opinion of

any registered or public accountant as to the financial position of any company at any time or

during any period in respect of which he has made an audit or examination of the affairs of the

company according to recognised audit practice shall be admissible, for any party to the

proceedings, as evidence of the financial position of the company at that time or during that

period, notwithstanding that the opinion is based in whole or in part on book-entries, documents

or vouchers or on written or verbal statements by other persons.

[SIA, s. 100; Companies, s. 404 (4)]

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(a)

(b)

(c)

(d)

(a)

(b)

(a)

(b)

(c)

Employment of manipulative and deceptive devices

201.  No person shall, directly or indirectly, in connection with the subscription, purchase or

sale of any securities —

employ any device, scheme or artifice to defraud;

engage in any act, practice or course of business which operates as a fraud or

deception, or is likely to operate as a fraud or deception, upon any person;

make any statement he knows to be false in a material particular; or

omit to state a material fact necessary in order to make the statements made, in the

light of the circumstances under which they were made, not misleading.

[SIA, s.102]

Dissemination of information about illegal tr ansactions

202.  No person shall circulate or disseminate, or authorise or be concerned in the circulation

or dissemination of, any statement or information to the effect that the price of any securities of

a corporation or any securities of a business trust will, or is likely, to rise or fall or be

maintained by reason of any transaction entered into or to be entered into or other act or thing

done or to be done in relation to securities of that corporation, or of a corporation that is related

to that corporation, or securities of that business trust, as the case may be, which to his

knowledge, was entered into or done in contravention of section 197, 198, 199, 200 or 201 or if

entered into or done would be in contravention of section 197, 198, 199, 200 or 201 if —

the person, or a person associated with the person, has entered into or purports to

enter into any such transaction or has done or purports to do any such act or thing; or

the person, or a person associated with the person, has received, or expects to receive,

directly or indirectly, any consideration or benefit for circulating or disseminating, or

authorising or being concerned in the circulation or dissemination, the statement or

information.

[SIA, s. 101]

Continuous disclosur e

203.—(1)  This section shall apply to —

an entity the securities of which are listed for quotation on a securities exchange;

a trustee of a business trust, where the securities of the business trust are listed for

quotation on a securities exchange; or

a responsible person of a collective investment scheme, where the units of the

collective investment scheme are listed for quotation on a securities exchange,

if the entity, trustee or responsible person is required by the securities exchange under the

listing rules or any other requirement of the securities exchange to notify the securities

exchange of information on specified events or matters as they occur or arise for the purpose of

the securities exchange making that information available to a securities market operated by the

securities exchange.

(2)  The persons specified in subsection (1)(a), (b) or (c) shall not intentionally, recklessly or

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(a)

(b)

(i)

(ii)

(a)

(i)

(ii)

(iii)

(b)

negligently fail to notify the securities exchange of such information as is required to be

disclosed by the securities exchange under the listing rules or any other requirement of the

securities exchange.

(3)  Notwithstanding section 204, a contravention of subsection (2) shall not be an offence

unless the failure to notify is intentional or reckless.

[Aust. Corporations 2001, s. 1001A]

Penalties under this Division

204.—(1)  Any person who contravenes any of the provisions of this Division shall be guilty

of an offence and shall be liable on conviction to a fine not exceeding $250,000 or to

imprisonment for a term not exceeding 7 years or to both.

(2)    No proceedings shall be instituted against a person for an offence in respect of a

contravention of any of the provisions of this Division after —

a court has made an order against him for the payment of a civil penalty under

section 232; or

the person has entered into an agreement with the Authority to pay, with or without

admission of liability, a civil penalty under section 232(5),

in respect of that contravention.

Division 2 —Prohibited Conduct —

Futures Contracts, Leveraged

Foreign Exchange Trading

Application of this Division

205.  This Division shall apply to —

acts occurring within Singapore, in relation to —

futures contracts, whether traded on a futures market in Singapore or

elsewhere; or

foreign exchange in connection with leveraged foreign exchange trading,

whether in Singapore or elsewhere; and

acts occurring outside Singapore, in relation to —

futures contracts traded on a futures market in Singapore;

foreign exchange in connection with leveraged foreign exchange trading in

Singapore; or

foreign exchange in connection with leveraged foreign exchange trading that

is accessible from Singapore.

False tr ading

206.—(1)  No person shall do any thing, cause any thing to be done or engage in any course

of conduct, if his purpose, or any of his purposes, for doing that thing, causing that thing to be

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(a)

(b)

(a)

(b)

(a)

(b)

(a)

(b)

done or engaging in that course of conduct, as the case may be, is to create a false or misleading

appearance —

of active trading in any futures contract on a futures market or in connection with

leveraged foreign exchange trading; or

with respect to the market for, or the price of, futures contracts on a futures market or

foreign exchange in connection with leveraged foreign exchange trading.

(2)  No person shall do any thing, cause any thing to be done or engage in any course of

conduct that creates, or is likely to create, a false or misleading appearance of active trading in

any futures contract on a futures market or in connection with leveraged foreign exchange

trading, or with respect to the market for, or the price of, futures contracts on a futures market

or foreign exchange in connection with leveraged foreign exchange trading, if —

he knows that doing that thing, causing that thing to be done or engaging in that

course of conduct, as the case may be, will create, or will be likely to create, that

false or misleading appearance; or

he is reckless as to whether doing that thing, causing that thing to be done or

engaging in that course of conduct, as the case may be, will create, or will be likely to

create, that false or misleading appearance.

Bucketing

207.—(1)  No person shall knowingly execute, or hold himself out as having executed, an

order for the purchase or sale of a futures contract on a futures market, without having effected

a bona fide purchase or sale of the futures contract in accordance with the business rules and

practices of the futures market.

(2)  No person shall knowingly execute, or hold himself out as having executed, an order to

make a purchase or sale of foreign exchange in connection with leveraged foreign exchange

trading, without having effected a bona fide purchase or sale in accordance with the order.

[FTA, s. 51]

Manipulation of price of futur es contr act and cor nering

208.  No person shall, directly or indirectly —

manipulate or attempt to manipulate the price of a futures contract that may be dealt

in on a futures market, or of any commodity which is the subject of such futures

contract; or

corner, or attempt to corner, any commodity which is the subject of a futures

contract.

[FTA, s. 53]

Fr audulently inducing per sons to tr ade in futur es contr acts

209.—(1)  No person shall —

by making or publishing any statement, promise or forecast that he knows or ought

reasonably to have known to be false, misleading or deceptive;

by any dishonest concealment of material facts;

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(c)

(d)

(a)

(b)

(c)

(d)

(a)

(b)

by the reckless making or publishing of any statement, promise or forecast that is

false, misleading or deceptive; or

by recording or storing in, or by means of, any mechanical, electronic or other device

information that he knows to be false or misleading in a material particular,

induce or attempt to induce another person to trade in a futures contract or engage in leveraged

foreign exchange trading.

(2)  In any proceedings against a person for a contravention of subsection (1) constituted by

recording or storing information as mentioned in subsection (1)(d), it is a defence if it is

established that, at the time when the defendant so recorded or stored the information, he had no

reasonable grounds for expecting that the information would be available to any other person.

[FTA, s. 55]

Employment of fr audulent or deceptive devices, etc.

210.   No person shall, directly or indirectly, in connection with any transaction involving

trading in a futures contract or leveraged foreign exchange trading —

employ any device, scheme or artifice to defraud;

engage in any act, practice or course of business which operates as a fraud or

deception, or is likely to operate as a fraud or deception, upon any person;

make any false statement of a material fact; or

omit to state a material fact necessary in order to make the statements made, in the

light of the circumstances under which they were made, not misleading.

[FTA, s. 54]

Dissemination of information about illegal tr ansactions

211.  No person shall circulate, disseminate, or authorise, or be concerned in the circulation

or dissemination of, any statement or information to the effect that the price of a class of futures

contracts or foreign exchange in connection with leveraged foreign exchange trading will, or is

likely to, rise or fall or be maintained because of the market operations of one or more persons

which, to his knowledge, are conducted in contravention of section 206, 207, 208, 209 or 210

if —

the person, or a person associated with the person, has conducted such market

operations; or

the person, or a person associated with the person, has received, or expects to receive,

directly or indirectly, any consideration or benefit for circulating or disseminating, or

authorising or being concerned in the circulation or dissemination, the statement or

information.

[FTA, s. 52]

Penalties under this Division

212.—(1)  Any person who contravenes any of the provisions of this Division shall be guilty

of an offence and shall be liable on conviction to a fine not exceeding $250,000 or to

imprisonment for a term not exceeding 7 years or to both.

(2)    No proceedings shall be instituted against a person for an offence in respect of a
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(a)

(b)

(i)

(ia)

(ii)

(iii)

(a)

(i)

(ia)

(ii)

(iii)

(b)

(a)

contravention of any of the provisions of this Division after —

a court has made an order against him for the payment of a civil penalty under

section 232; or

the person has entered into an agreement with the Authority to pay, with or without

admission of liability, a civil penalty under section 232(5),

in respect of that contravention.

Division 3 —Insider Trading

Application of this Division

213.  This Division shall apply to —

acts occurring within Singapore, in relation to —

securities of any corporation, whether formed or carrying on business in

Singapore or elsewhere;

securities of any business trust;

securities listed for quotation or quoted on a securities market in Singapore

or elsewhere; or

securities traded on a futures market in Singapore or elsewhere; and

acts occurring outside Singapore, in relation to —

securities of a corporation that is formed or carries on business in Singapore;

securities of a business trust, the trustee of which is formed in Singapore or

carries on business on behalf of the business trust in Singapore;

securities listed for quotation or quoted on a securities market in Singapore;

or

securities traded on a futures market in Singapore.

[Malaysia SIA, s. 89P]

Inter pr etation of this Division

214.  In this Division —

“debenture” has the same meaning as in section 2 «and, in relation to a business trust,

means a debenture issued by the trustee of the business trust in its capacity as trustee

of the business trust;

“financial performance”, in relation to a business trust, means the performance of the

business relating to the trust property of the business trust which is managed «and

operated by the trustee of the business trust;

“information” includes —

matters of supposition «and other matters that are insufficiently definite to

warrant being made known to the public;

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(b)

(i)

(ii)

(iii)

(c)

(d)

(e)

(f)

(i)

(ii)

(A)

(B)

(C)

(iii)

(iv)

(v)

(a)

(i)

(b)

matters relating to the intentions, or the likely intentions, of a person;

matters relating to negotiations or proposals with respect to —

commercial dealings;

dealing in «securities; or

trading in «futur es contract;

information relating to the financial performance of a corporation or business

trust, or otherwise;

information that a person proposes to enter into, or had previously entered into

one or more transactions or agreements in relation to «securities or has

prepared or proposes to issue a statement relating to such «securities; «and

matters relating to the future;

“purchase”, in relation to «securities, includes, in the case of an option contract under

which a party acquires an option or right from another party, acquiring the option or

right under the contract, or taking an assignment of the option or right, whether or not

on another’s behalf;

“«securities” means —

in relation to a corporation, for the purposes of sections 213(a)(i) «and (b)(i)

«and 218 —

debentures, stocks or shares issued or proposed to be issued by a

corporation;

any right, option or derivative in respect of any such debentures, stocks

or shares;

any right under a contract for differences or under any other contract

the purpose or pretended purpose of which is to secure a profit or avoid

a loss by reference to fluctuations in —

the value or price of any such debentures, stocks or shares;

the value or price of any group of any such debentures, stocks

or shares; or

an index of any such debentures, stocks or shares;

a «futur es contract only if the commodity which is the subject of the

«futur es contract is a share or stock of a corporation; or

such other product or class of products as the Authority may prescribe,

but does not include such product or class of products as the Authority may

prescribe as not being «securities;

in relation to a business trust, for the purposes of sections 213(a)(ia) «and (b)

(ia) «and 218(1A) «and (4A) —

units in a business trust;

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(ii)

(iii)

(iv)

(v)

(i)

(ii)

(iii)

(iv)

(v)

(A)

(B)

(C)

(vi)

(vii)

(viii)

(AA)

(BB)

(CC)

(DD)

(c)

derivatives of units in a business trust;

debentures of a business trust;

any right, option or derivative in respect of any such debentures; or

such other product or class of products as the Authority may prescribe,

but does not include such product or class of products as the Authority may

prescribe as not being «securities;

in any other case —

debentures or stocks issued or proposed to be issued by a government;

debentures, stocks or shares issued or proposed to be issued by a

corporation or body unincorporate;

any right, option or derivative in respect of any such debentures, stocks

or shares;

any unit in a collective investment scheme;

any unit, or derivative of a unit, in a business trust;

any right under a contract for differences or under any other contract

the purpose or pretended purpose of which is to secure a profit or avoid

a loss by reference to fluctuations in —

the value or price of any such debentures, stocks, shares, units

in a collective investment scheme or units in a business trust;

the value or price of any group of any such debentures, stocks,

shares, units in a collective investment scheme or units in a

business trust; or

an index of any such debentures, stocks, shares, units in a

collective investment scheme or units in a business trust;

a «futur es contract only if the commodity which is the subject of the

«futur es contract is a share or share index, or stock or stock index; or

such other product or class of products as the Authority may prescribe,

but does not include —

bills of exchange;

promissory notes;

certificates of deposit issued by a bank or finance company; or

such other product or class of products as the Authority may prescribe

as not being «securities;

“sell”, in relation to «securities, includes, in the case of an option contract under which a

party acquires an option or right from another party —

[2/2009 wef 20/04/2009]

[2/2009 wef 20/04/2009]

[2/2009 wef 20/04/2009]

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(a)

(b)

(a)

(i)

(ii)

(b)

(i)

(ii)

(c)

grant or assign the option or right; or

take, or cause to be taken, such action as releases the option or right,

whether or not on another’s behalf;

“trust property” has the same meaning as in section 2 of the Business Trusts «Act (Cap.

31A).

[SIA, s. 2; Malaysia SIA, s. 89]

Information gener ally available

215.  For the purposes of this Division, information is generally available if —

it consists of readily observable matter;

without limiting the generality of paragraph (a) —

it has been made known in a manner that would, or would be likely to, bring

it to the attention of persons who commonly invest in securities of a kind

whose price or value might be affected by the information; and

since it was so made known, a reasonable period for it to be disseminated

among such persons has elapsed; or

it consists of deductions, conclusions or inferences made or drawn from either or both

of the following:

information referred to in paragraph (a);

information made known as referred to in paragraph (b)(i).

[Aust. Corporations 2001, s. 1002B]

Material effect on price or value of securities

216.    For the purposes of this Division, a reasonable person would be taken to expect

information to have a material effect on the price or value of securities if the information would,

or would be likely to, influence persons who commonly invest in securities in deciding whether

or not to subscribe for, buy or sell the first-mentioned securities.

[Aust. Corporations 2001, s. 1002C]

Tr ading «and pr ocuring tr ading in «securities

217.—(1)    For the purposes of this Division, trading in «securities that is ordinarily

permitted on the «securities market or «futur es market shall be taken to be permitted on that

«securities market or «futur es market even though trading in any such «securities on that

«securities market or «futur es market is suspended.

(2)  For the purposes of this Division but without limiting the meaning that the expression

“procure” has apart from this section, if a person incites, induces, or encourages an «act or

omission by another person, the first-mentioned person is taken to procure the «act or omission

by the other person.

[Aust. Corporations 2001, s. 1002D]

Pr ohibited conduct by connected per son in possession of inside information

218.—(1)  Subject to this Division, where —

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(a)

(i)

(ii)

(b)

(i)

(ii)

(a)

(i)

(ii)

(b)

(a)

(b)

a person who is connected to a corporation possesses information concerning that

corporation that is not generally available but, if the information were generally

available, a reasonable person would expect it to have a material effect on the price or

value of securities of that corporation; and

the connected person knows or ought reasonably to know that —

the information is not generally available; and

if it were generally available, it might have a material effect on the price or

value of those securities of that corporation,

subsections (2), (3), (4), (5) and (6) shall apply.

(1A)  Subject to this Division, where —

a person who is connected to any corporation, where such corporation —

in relation to a business trust, acts as its trustee or manages or operates the

business trust; or

in relation to a collective investment scheme that invests primarily in real

estate and real estate-related assets specified by the Authority in the Code on

Collective Investment Schemes and all or any units of which are listed on a

securities exchange, is the trustee or manager of the scheme,

possesses information concerning that corporation, business trust or scheme, as the

case may be, that is not generally available but, if the information were generally

available, a reasonable person would expect it to have a material effect on the price or

value of securities of that corporation, of securities of that business trust or of units in

that scheme, as the case may be; and

the connected person knows or ought reasonably to know that —

the information is not generally available; and

if it were generally available, it might have a material effect on the price or

value of those securities of that corporation, of those securities of that

business trust or of those units in that scheme, as the case may be,

subsections (2), (3), (4A), (5) and (6) shall apply.

(2)  The connected person must not (whether as principal or agent) —

subscribe for, purchase or sell, or enter into an agreement to subscribe for, purchase

or sell, any such securities referred to in subsection (1) or (1A), as the case may be;

or

procure another person to subscribe for, purchase or sell, or to enter into an

agreement to subscribe for, purchase or sell, any such securities referred to in

subsection (1) or (1A), as the case may be.

(3)  Where trading in the securities referred to in subsection (1) or (1A) is permitted on the

securities market of a securities exchange or futures market of a futures exchange, the

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(a)

(b)

(a)

(b)

(i)

(ii)

(a)

(b)

(i)

(ii)

(A)

(B)

(a)

connected person must not, directly or indirectly, communicate the information, or cause the

information to be communicated, to another person if the connected person knows, or ought

reasonably to know, that the other person would or would be likely to —

subscribe for, purchase or sell, or enter into an agreement to subscribe for, purchase

or sell, any such securities; or

procure a third person to subscribe for, purchase or sell, or to enter into an agreement

to subscribe for, purchase or sell, any such securities.

(4)    In any proceedings for a contravention of subsection (2) or (3) against a person

connected to a corporation referred to in subsection (1), where the prosecution or plaintiff

proves that the connected person was at the material time —

in possession of information concerning the corporation to which he was connected;

and

the information was not generally available,

it shall be presumed, until the contrary is proved, that the connected person knew at the material

time that —

the information was not generally available; and

if the information were generally available, it might have a material effect on the

price or value of securities of that corporation.

(4A)    In any proceedings for a contravention of subsection (2) or (3) against a person

connected to a corporation which —

in relation to a business trust, acts as its trustee or manages or operates the business

trust; or

in relation to a collective investment scheme, is the trustee or manager of the scheme,

as the case may be, referred to in subsection (1A), where the prosecution or plaintiff proves that

the connected person was at the material time —

in possession of information concerning the corporation, business trust or scheme, as

the case may be; and

the information was not generally available,

it shall be presumed, until the contrary is proved, that the connected person knew at the material

time that —

the information was not generally available; and

if the information were generally available, it might have a material effect on the

price or value of securities of that corporation, of securities of that business trust or of

units in the scheme, as the case may be.

(5)  In this Division —

“connected person” means a person referred to in subsection (1) or (1A) who is

connected to a corporation; and

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(i)

(ii)

(A)

(B)

(iii)

(b)

(a)

(b)

(c)

(d)

(e)

(a)

(i)

(ii)

(b)

(a)

(b)

a person is connected to a corporation if —

he is an officer of that corporation or of a related corporation;

he is a substantial shareholder in that corporation or in a related corporation;

or

he occupies a position that may reasonably be expected to give him access to

information of a kind to which this section applies by virtue of —

any professional or business relationship existing between himself

(or his employer or a corporation of which he is an officer) and that

corporation or a related corporation; or

being an officer of a substantial shareholder in that corporation or in

a related corporation.

(6)  In subsection (5), “officer”, in relation to a corporation, includes —

a director, secretary or employee of the corporation;

a receiver, or receiver and manager, of property of the corporation;

a judicial manager of the corporation;

a liquidator of the corporation; and

a trustee or other person administering a compromise or arrangement made between

the corporation and another person.

Pr ohibited conduct by other per sons in possession of inside information

219.—(1)  Subject to this Division, where —

a person who is not a connected person referred to in section 218 (referred to in this

section as the insider) possesses information that is not generally available but, if the

information were generally available, a reasonable person would expect it to have a

material effect on the price or value of securities; and

the insider knows that —

the information is not generally available; and

if it were generally available, it might have a material effect on the price or

value of those securities,

subsections (2) and (3) shall apply.

(2)  The insider must not (whether as principal or agent) —

subscribe for, purchase or sell, or enter into an agreement to subscribe for, purchase

or sell, any such securities; or

procure another person to subscribe for, purchase or sell, or to enter into an

agreement to subscribe for, purchase or sell, any such securities.

(3)  Where trading in the securities referred to in subsection (1) is permitted on the securities

[2/2009 wef 01/10/2012]

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(a)

(b)

(a)

(b)

(a)

(b)

market of a securities exchange or futures market of a futures exchange, the insider must not,

directly or indirectly, communicate the information, or cause the information to be

communicated, to another person if the insider knows, or ought reasonably to know, that the

other person would or would be likely to —

subscribe for, purchase or sell, or enter into an agreement to subscribe for, purchase

or sell, any such securities; or

procure a third person to subscribe for, purchase or sell, or to enter into an agreement

to subscribe for, purchase or sell, any such securities.

[Aust. Corporations 2001, s. 1002G]

Not necessar y to pr ove intention to use

220.—(1)    For the avoidance of doubt, in any proceedings against a person for a

contravention of section 218 or 219, it is not necessary for the prosecution or plaintiff to prove

that the accused person or defendant intended to use the information referred to in

section 218(1)(a) or (1A)(a) or 219(1)(a) in contravention of section 218 or 219, as the case

may be.

(2)  In any proceedings against a person for a contravention of section 218 or 219, it is not

necessary for the prosecution or plaintiff to prove the absence of facts or circumstances which if

they existed would, by virtue of sections 222 to 230 or any regulations made under section 341,

preclude the act from constituting a contravention of section 218 or 219, as the case may be.

[Malaysia SIA, s. 89F]

Penalties under this Division

221.—(1)  A person who contravenes section 218 or 219, shall be guilty of an offence and

shall be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not

exceeding 7 years or to both.

(2)    No proceedings shall be instituted against a person for an offence in respect of a

contravention of section 218 or 219 after —

a court has made an order against him for the payment of a civil penalty under

section 232; or

the person has entered into an agreement with the Authority to pay, with or without

admission of liability, a civil penalty under section 232(5),

in respect of that contravention.

Exception for r edemption of units in collective investment scheme

222.  Sections 218(2) and 219(2) shall not apply in respect of the redemption of units in a

collective investment scheme by a trustee or manager under a trust deed relating to that

collective investment scheme in accordance with a buy-back covenant contained or deemed to

be contained in the trust deed at a price that is required by the trust deed to be calculated, so far

as is reasonably practicable, by reference to the underlying value of the assets less —

any liabilities of that collective investment scheme to which the units relates; and

any reasonable charge for purchasing the units.

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(a)

(b)

(c)

(a)

(i)

(ii)

(b)

(a)

[Malaysia SIA, s. 89N]

Exception for underwriter s

223.—(1)  Sections 218(2) and 219(2) shall not apply in respect of —

subscribing for, or purchasing, securities under an underwriting agreement or a subunderwriting agreement;

entering into an agreement referred to in paragraph (a); or

selling securities subscribed for, or purchased, under an agreement referred to in

paragraph (a).

(2)    Sections 218(3) and 219(3) shall not apply in respect of the communication of

information in relation to securities —

to a person solely for the purpose of procuring the person to enter into an

underwriting agreement in relation to any such securities; or

by a person who may be required under an underwriting agreement to subscribe for,

or purchase, any such securities if the communication is made to another person

solely for the purpose of procuring the other person to do either or both of the

following:

enter into a sub-underwriting agreement in relation to any such securities;

subscribe for, or purchase, any such securities.

[Aust. Corporations 2001, s. 1002J]

Exception for pur chase pur suant to legal r equir ement

224.—(1)  Sections 218(2) and 219(2) shall not apply in respect of the purchase of securities

pursuant to a requirement imposed by the Government, a statutory body or any regulatory

authority, or any requirement imposed under any written law or order of court.

(2)  Sections 218(2) and 219(2) shall not apply in respect of the sale of securities pursuant to

any requirement imposed by the Government or any requirement imposed under any written

law or order of court.

[Aust. Corporations 2001, s. 1002K]

Exception for information communicated pur suant to legal r equir ement

225.    Sections 218(3) and 219(3) shall not apply in respect of the communication of

information pursuant to a requirement imposed by the Government, a statutory body or any

regulatory authority, or any requirement imposed under any written law or order of court.

[Aust. Corporations 2001, s. 1002L]

Attribution of knowledge within cor por ations

226.—(1)  For the purposes of this Division —

a corporation is taken to possess any information which an officer of the corporation

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(b)

(a)

(b)

(c)

(i)

(ii)

(a)

(b)

(a)

possesses and which came into his possession in the course of the performance of

duties as such an officer; and

if an officer of a corporation knows or ought reasonably to know any matter or thing

because he is an officer of the corporation, it is to be presumed, until the contrary is

proved, that the corporation knows or ought reasonably to know that matter or thing.

(2)  A corporation does not contravene section 218(2) or 219(2) by entering into a transaction

or agreement at any time merely because of information in the possession of an officer of the

corporation if —

the decision to enter into the transaction or agreement was taken on its behalf by a

person other than that officer;

it had in operation at that time arrangements that could reasonably be expected to

ensure that the information was not communicated to the person who made the

decision and that no advice with respect to the transaction or agreement was given to

that person by a person in possession of the information; and

the information was not so communicated and no such advice was so given.

[Malaysia SIA, s. 89G]

Attribution of knowledge within partner ships and limited liability partner ships

227.—(1)  For the purposes of this Division —

a partner of a partnership or a limited liability partnership (as the case may be) is

taken to possess any information —

which another partner of the partnership or limited liability partnership (as

the case may be) possesses and which came into such other partner’s

possession in his capacity as a partner of the partnership or limited liability

partnership (as the case may be); or

which an employee of the partnership or a manager of a limited liability

partnership (as the case may be) possesses and which came into the

possession of such an employee or manager in the course of the performance

of his duties as such an employee or manager; and

if a partner or employee of a partnership or a partner, manager or employee of a

limited liability partnership (as the case may be) knows or ought reasonably to know

any matter or thing in his capacity as such a partner, manager or employee, it is to be

presumed that every partner of the partnership or limited liability partnership (as the

case may be) knows or ought reasonably to know that matter or thing.

(2)  The partners of a partnership or limited liability partnership (as the case may be) do not

contravene section 218(2) or 219(2) by entering into a transaction or agreement at any time

merely because one or more (but not all) of the partners, or a manager or managers, or an

employee or employees, of the partnership or limited liability partnership (as the case may be)

are in actual possession of information if —

the decision to enter into the transaction or agreement was taken on behalf of the

partnership or limited liability partnership by any one or more of the following

persons:

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(i)

(ii)

(b)

(c)

a partner who is taken to have possessed the information merely because

another partner, or a manager or employee, of the partnership or limited

liability partnership, was in possession of the information;

an employee of the partnership or limited liability partnership or a manager

of the limited liability partnership who was not in possession of the

information;

the partnership or limited liability partnership had in operation at that time

arrangements that could reasonably be expected to ensure that the information was

not communicated to the person or persons who made the decision and that no advice

with respect to the transaction or agreement was given to that person or any of those

persons by a person in possession of the information; and

the information was not so communicated and no such advice was so given.

(3)  A partner of a partnership or limited liability partnership (as the case may be) does not

contravene section 218(2) or 219(2) by entering into a transaction or agreement otherwise than

on behalf of the partnership or limited liability partnership merely because he is taken to

possess information that is in the possession of another partner, a manager or an employee of

the partnership.

[Malaysia SIA, s. 89H]

Exception for knowledge of per son’s own intentions or activities

228.    An individual does not contravene section 218(2) or 219(2) by entering into a

transaction or agreement in relation to securities merely because he is aware that he proposes to

enter into, or has previously entered into, one or more transactions or agreements in relation to

those securities.

[Aust. Corporations 2001, s. 1002P]

Exception for cor por ations and its officer s, etc.

229.—(1)   A corporation does not contravene section 218(2) or 219(2) by entering into a

transaction or agreement in relation to securities merely because it is aware that it proposes to

enter into or has previously entered into, one or more transactions or agreements in relation to

those securities.

(2)  Subject to subsection (3), a corporation does not contravene section 218(2) or 219(2) by

entering into a transaction or agreement in relation to securities merely because an officer of the

corporation is aware that the corporation proposes to enter into, or has previously entered into,

one or more transactions or agreements in relation to those securities.

(3)   Subsection (2) shall not apply unless the officer of the corporation mentioned in that

subsection became aware of the matters referred to in that subsection in the course of the

performance of duties as such an officer.

(4)    Subject to subsection (5), a person does not contravene section 218(2) or 219(2) by

entering into a transaction or agreement on behalf of a corporation in relation to securities

merely because he is aware that the corporation proposes to enter into, or has previously entered

into, one or more transactions or agreements in relation to those securities.

(5)  Subsection (4) shall not apply unless the person became aware of the matters referred to

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(a)

(b)

(c)

(a)

(b)

(a)

(b)

in that subsection in the course of the performance of duties as an officer of the corporation or

in the course of acting as an agent of the corporation.

[Malaysia SIA, s. 89K]

Unsolicited tr ansactions by holder of capital mar kets ser vices licence and r epr esentatives

230.—(1)  The holder of a capital markets services licence to deal in securities or trade in

futures contracts, or a representative of such a holder does not contravene section 218(2) or

219(2) by subscribing for, purchasing or selling, or entering into an agreement to subscribe for,

purchase or sell, securities that are traded on the stock market or futures market if —

the holder or representative entered into the transaction or agreement concerned on

behalf of another person (referred to in this section as the principal) under a specific

instruction by the principal to enter into that transaction or agreement which was not

solicited by the holder or representative;

the holder or representative has not given any advice to the principal in relation to the

transaction or agreement or otherwise sought to procure the principal’s instructions to

enter into the transaction or agreement; and

the principal is not an associate of the holder or representative.

(2)  Nothing in this section shall affect the application of section 218(2) or 219(2) in relation

to the principal.

[Malaysia SIA, s. 89M]

Parity of information defences

231.—(1)    In any proceedings against a person for a contravention of section 218(2) or

219(2) because the person entered into, or procured another person to enter into, a transaction or

agreement at a time when certain information was in the first-mentioned person’s possession, it

is a defence if the court is satisfied that —

the information came into the first-mentioned person’s possession solely as a result of

the information having been made known as referred to in section 215(b)(i); or

the other party to the transaction or agreement knew, or ought reasonably to have

known, of the information before entering into the transaction or agreement.

(2)  In an action against a person for a contravention of section 218(3) or 219(3) because the

person communicated information, or caused information to be communicated, to another

person, it is a defence if the court is satisfied that —

the information came into the first-mentioned person’s possession solely as a result of

the information having been made known as referred in section 215(b)(i); or

the other person knew, or ought reasonably to have known, of the information before

the information was communicated.

[Aust. Corporations 2001, s. 1002T]

Division 4 —Civil Liability

Civil penalty

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(i)

(ii)

(a)

(b)

232.—(1)    Whenever it appears to the Authority that any person has contravened any

provision in this Part, the Authority may, with the consent of the Public Prosecutor, bring an

action in a court against him to seek an order for a civil penalty in respect of that contravention.

(2)  If the court is satisfied on a balance of probabilities that the person has contravened a

provision in this Part which resulted in his gaining a profit or avoiding a loss, the court may

make an order against him for the payment of a civil penalty of a sum —

not exceeding 3 times —

the amount of the profit that the person gained; or

the amount of the loss that he avoided,

as a result of the contravention; or

equal to $50,000 if the person is not a corporation, or $100,000 if the person is a

corporation,

whichever is the greater.

(3)  If the court is satisfied on a balance of probabilities that the person has contravened a

provision in this Part which did not result in his gaining a profit or avoiding a loss, the court

may make an order against him for the payment of a civil penalty of a sum not less than

$50,000 and not more than $2 million.

(4)  Notwithstanding subsections (2) and (3), the court may make an order against a person

against whom an action has been brought under this section if the Authority, with the consent of

the Public Prosecutor, has agreed to allow the person to consent to the order with or without

admission of a contravention of a provision in this Part and the order may be made on such

terms as may be agreed between the Authority and the defendant.

(5)  Nothing in this section shall be construed to prevent the Authority from entering into an

agreement with any person to pay, with or without admission of liability, a civil penalty within

the limits referred to in subsection (2) or (3) for a contravention of any provision in this Part.

(6)  A civil penalty imposed under this section shall be paid into the Consolidated Fund.

(7)  If the person fails to pay the civil penalty imposed on him within the time specified in

the court order referred to in subsection (4) or specified under the agreement referred to in

subsection (5), the Authority may recover the civil penalty on behalf of the Government as

though the civil penalty were a judgment debt due to the Authority.

(8)  Any defence that is available to a person who is prosecuted for a contravention of any

provision in this Part, shall also be available to a defendant to an action under this section in

respect of that contravention.

[SIA, s.104A]

Action under section 232 not to commence, etc., in certain situations

233.—(1)   An action under section 232 shall not be commenced after the expiration of 6

years from the date of the contravention of any of the provisions in this Part.

(2)  An action under section 232 shall not be commenced if the person has been convicted or

[Act 34 of 2012 wef 18/03/2013]

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(a)

(b)

(a)

(i)

(A)

(B)

(ii)

(b)

(i)

(a)

acquitted in criminal proceedings for the contravention of any of the provisions in this Part,

except where he has been acquitted on the ground of the withdrawal of the charge against him.

(3)    An action under section 232 shall be stayed after criminal proceedings have been

commenced against the person for the contravention of any of the provisions in this Part, and

may thereafter be continued only if —

that person has been discharged in respect of that contravention and the discharge

does not amount to an acquittal; or

the charge against him in respect of that contravention has been withdrawn.

[SIA, s. 104B]

Civil liability

234.—(1)    A person who has acted in contravention of any of the provisions in this Part

(referred to in this section «and sections 235 «and 236 as the contravening person) shall, if he

had gained a profit or avoided a loss as a result of that contravention, whether or not he had

been convicted or had a civil penalty imposed on him in respect of that contravention, be liable

to pay compensation to any person (referred to in this section «and sections 235 «and 236 as

the claimant) who —

contemporaneously with the contravention, had subscribed for, purchased or sold

«securities, or entered into «futur es contract, or contracts or arrangements in

connection with leveraged foreign exchange trading, of the same description; «and

had suffered loss by reason of the difference between —

the price at which the «securities, «futur es contracts, or contracts or

arrangements in connection with leveraged foreign exchange trading were

dealt in or traded contemporaneously with the contravention; «and

the price at which the «securities, «futur es contracts, or contracts or

arrangements in connection with leveraged foreign exchange trading would

have been likely to have been so dealt in or traded at the time of the

contemporaneous dealing or trading if —

in any case where the contravening person had acted in

contravention of section 218 or 219, the information referred to in

section 218(1) or 219(1), as the case may be, had been generally

available; or

in any other case, the contravention had not occurred.

(1A)  Without prejudice to subsection (1), the contravening person shall, whether or not he

had gained a profit or avoided a loss as a result of that contravention, «and whether or not he

had been convicted or had a civil penalty imposed on him in respect of that contravention, be

liable to pay compensation to the claimant, if —

the contravening person has contravened section 199, 200, 201, 209 or 210, in

connection with any subscription, purchase or sale of «securities, any trading in

«futur es contracts or any leveraged foreign exchange trading, by —

making, disseminating or publishing any false, misleading or deceptive

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(ii)

(i)

(ii)

(b)

(i)

(ii)

(a)

(b)

statement, information, promise or forecast; or

concealing or omitting to state any material fact; «and

the claimant —

in reliance on that statement, information, promise or forecast or in ignorance

of that concealed or omitted material fact, had (whether contemporaneously

with the contravention or otherwise) subscribed for, purchased or sold any

«securities, or entered into any «futur es contract, or contracts or

arrangements in connection with leveraged foreign exchange trading, of the

same description; «and

had suffered loss.

(2)  The amount of compensation that the contravening person is liable to pay to the claimant

under subsection (1) is the amount of the loss suffered by the claimant referred to in subsection

(1)(b), after deducting any amount of compensation paid or payable to the same claimant in

respect of the same contravention under an order of court or an agreement to pay by the

contravening person or any defendant, defendant corporation or defendant partnership under

Division 4 or 5 or under an order for disgorgement under section 236L, up to the maximum

amount recoverable.

(2A)    The amount of compensation that the contravening person is liable to pay to the

claimant under subsection (1A) is —

in any case where the claimant had contemporaneously with the contravention

subscribed for, purchased or sold any «securities, or entered into any «futur es

contract, or contracts or arrangements in connection with leveraged foreign exchange

trading, of the same description, «and had suffered the loss referred to in subsection

(1)(b), any one of the following amounts that is elected by the claimant:

the amount of the loss suffered by the claimant referred to in subsection (1)

(b), after deducting any amount of compensation paid or payable to the same

claimant in respect of the same contravention under an order of court or an

agreement to pay by the contravening person or any defendant, defendant

corporation or defendant partnership under Division 4 or 5 or under an order

for disgorgement under section 236L, up to the maximum amount

recoverable; or

the amount of any loss that reasonably results from the claimant’s reliance on

the statement, information, promise or forecast referred to in subsection (1A)

(a)(i) or ignorance of the concealed or omitted material fact referred to in

subsection (1A)(a)(ii), after deducting any amount of compensation paid or

payable to the same claimant in respect of the same contravention under an

order of court or an agreement to pay by the contravening person or any

defendant, defendant corporation or defendant partnership under Division 4

or 5 or under an order for disgorgement under section 236L; or

in any other case, the amount of any loss that reasonably results from the claimant’s

reliance on the statement, information, promise or forecast referred to in subsection

(1A)(a)(i) or ignorance of the concealed or omitted material fact referred to in

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(a)

(b)

(c)

(d)

(e)

(a)

(b)

subsection (1A)(a)(ii), after deducting any amount of compensation paid or payable

to the same claimant in respect of the same contravention under an order of court or

an agreement to pay by the contravening person or any defendant, defendant

corporation or defendant partnership under Division 4 or 5 or under an order for

disgorgement under section 236L.

(3)  Any defence that is available to a person who is prosecuted for a contravention of any

provision in this Part, shall also be available to a defendant to an action under this section in

respect of the contravention.

(4)  An action under this section shall not be commenced after the expiration of 6 years from

the date of completion of the dealing or trading in which the loss occurred.

(5)    For the purposes of this section, in determining whether any dealing in «securities,

trading in «futur es contracts or leveraged foreign exchange trading took place

contemporaneously with the contravention, the court shall take into account the following

matters:

the volume of «securities, «futur es contracts, or contracts in connection with

leveraged foreign exchange trading of the same description dealt in or traded between

the date «and time of the contravention «and the date «and time of the dealing in

«securities, trading in «futur es contracts, or leveraged foreign exchange trading;

the date «and time the contravention, if it was effected by a transaction or

transactions involving the subscription for «securities, purchase or sale of

«securities, trading in «futur es contracts or leveraged foreign exchange trading, was

cleared «and settled;

whether the dealing in «securities, trading in «futur es contracts, or leveraged foreign

exchange trading took place before or after the contravention;

in the case of a contravention under section 203, 218 or 219, whether the dealing in

«securities took place before or after the information to which the contravention

relates became generally known;

such other factors «and developments, whether in Singapore or elsewhere, as the

court may consider relevant.

(6)   In this section «and section 236, “maximum recoverable amount”, in respect of each

contravention by a contravening person means —

the amount of the profit that the contravening person gained; or

the amount of the loss that he avoided,

as a result of the contravention, after deducting all amounts of compensation that the

contravening person had previously been ordered by a court to pay, in respect of the same

contravention, to other claimants (each being a claimant whose claim is one where the amount

of compensation that the contravening person is liable to pay is specified under subsection (2)

or (2A)(a)(i)).

[SIA, s. 104C]

[«Act 34 of 2012 wef 18/03/2013]

[«Act 34 of 2012 wef 18/03/2013]

[«Act 34 of 2012 wef 18/03/2013]

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(a)

(b)

(a)

(b)

(a)

(b)

Action under section 234 not to commence, etc., in certain situations

235.—(1)    Except with the leave of court, no action under section 234 may be brought

against the contravening person in respect of a contravention of any of the provisions in this

Part which resulted in his gaining a profit or avoiding a loss after the commencement of —

criminal proceedings under this Part against the contravening person for the same

contravention; or

an action under section 232 against the contravening person for the same

contravention.

(2)    Any action under section 234 against the contravening person in respect of a

contravention of any of the provisions in this Part which resulted in his gaining a profit or

avoiding a loss, being an action that is pending on the date of commencement of —

criminal proceedings under this Part against the contravening person for the same

contravention; or

an action under section 232 against the contravening person for the same

contravention,

shall be stayed, and may not thereafter be continued except with the leave of court.

(3)  Leave under subsection (1) or (2) may not be granted if a date has been fixed by a court

under section 236(1) for the filing of claims, and in that event the claimant to the proposed

action or the action that has been stayed, as the case may be, shall comply with such directions

relating to the filing and proof of his claim under section 236 as that court may issue in his case.

[SIA, s. 104D]

Civil liability in event of conviction, etc.

236.—(1)  Notwithstanding section 234, where the contravening person —

has been convicted of an offence under this Part; or

has an order for the payment of a civil penalty made against him under section 232,

other than by way of a default judgment or a consent order made with or without

admission of contravention under section 232(4),

in respect of the contravention of any of the provisions in this Part, the court which convicted

him or made the order against him (referred to in this section as the relevant court) may, after

the conviction or the order imposing the civil penalty has been made final, fix a date on or

before which all claimants have to file and prove their claims for compensation in respect of

that contravention.

(2)  For the purposes of subsection (1), the relevant court shall not fix a date that is earlier

than 3 months from the date the conviction or the order imposing the civil penalty, as the case

may be, has been made final.

(3)    Subject to subsection (3A), the relevant court may, after the expiry of the date fixed

under subsection (1), make an order against the contravening person to pay compensation to

each claimant who has filed and proven his claim for compensation.

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(a)

(b)

(a)

(b)

(c)

(d)

(a)

(b)

(c)

(d)

(a)

(3A)  Where the amount of compensation that a claimant would have been entitled if he had

brought an action under section 234 is specified under section 234(2) or (2A)(a)(i), the

compensation amount ordered by the relevant court for that claimant shall be equal to the lesser

of the following amounts:

the amount of compensation which that claimant has proven to the satisfaction of the

court that he would have been entitled to if he had brought an action under section

234 against the contravening person himself;

the pro-rated portion of the maximum recoverable amount, calculated according to

the relationship which the amount referred to in paragraph (a) bears to the total

amount of all other claims (each being a claim the claimant of which is one who, if he

had brought an action under section 234, would have been entitled to the amount of

compensation specified under section 234(2) or (2A)(a)(i)) which have been proved

to the court.

(4)  For the purposes of this section, a conviction is made final if —

the conviction is upheld on appeal, revision or otherwise;

the conviction is not subject to further appeal;

no notice of appeal against the conviction is lodged within the time prescribed by

sections 377 and 378 of the Criminal Procedure Code 2010; or

any appeal against the conviction is withdrawn.

(5)  For the purposes of this section, an order imposing a civil penalty is made final if —

the order is not set aside on appeal or revision or is varied only as to the amount of

the civil penalty to be imposed;

the order is not subject to further appeal;

no notice of appeal against the imposition of the penalty is lodged within the time

prescribed by Rules of Court (Cap. 322, R 5) made under section 238; or

any appeal against the imposition of the penalty is withdrawn.

[SIA, s. 104E]

Division 5 —Attributed Liability

Inter pr etation of this Division

236A.  In this Division, unless the context otherwise requires —

“defendant” means an individual liable to an order for a civil penalty under section 236H

in respect of a contravention of any provision in this Part committed by a corporation,

partnership, limited liability partnership or unincorporated association;

“defendant corporation” means a corporation ––

liable to be punished under section 236B(1) or to an order for a civil penalty

under section 236B(3) in respect of a contravention of any provision in this Part

committed by its employee or officer; or

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(b)

(a)

(b)

(a)

(b)

(a)

(b)

(i)

(a)

liable to an order for a civil penalty under section 236C(1);

“defendant partnership” means a partnership or limited liability partnership ––

liable to be punished under section 236E(1) or to an order for a civil penalty

under section 236E(3) in respect of a contravention of any provision in this Part

committed by a partner or employee of the partnership or a partner, manager or

employee of the limited liability partnership, as the case may be; or

liable to an order for a civil penalty under section 236F(1);

“partnership”, for the purposes of Subdivision (2), means the partnership at the time of

the contravention by the contravening person referred to in section 236E(1) or

236F(1), as the case may be.

Subdivision (1) —Corporations

Liability of cor por ation when employee or officer commits contr avention with consent or

connivance of cor por ation

236B.—(1)  Where an offence of contravening any provision in this Part is proved to have

been committed by an employee or an officer of a corporation (referred to in this section as the

contravening person) —

with the consent or connivance of the corporation; and

for the benefit of the corporation,

the corporation shall be guilty of that offence as if the corporation had committed the

contravention, and shall be liable to be proceeded against and punished accordingly.

(2)  No proceedings shall be instituted against a corporation under subsection (1) after —

a court has made an order against the corporation for the payment of a civil penalty

under subsection (3); or

the corporation has entered into an agreement with the Authority to pay, with or

without admission of liability, a civil penalty under section 232(5) (as that provision

is applied to an action under subsection (3) by subsection (6)),

in respect of the same contravention.

(3)    Where it appears to the Authority that a corporation is liable to be punished under

subsection (1) for a contravention committed by a contravening person, the Authority may, with

the consent of the Public Prosecutor, bring an action in a court against the corporation to seek

an order for a civil penalty in respect of that contravention as if the corporation had committed

the contravention, whether or not such action is brought against the contravening person.

(4)  If the court in subsection (3) is satisfied on a balance of probabilities that the corporation

is liable to be punished under subsection (1) for a contravention of any provision in this Part,

which contravention resulted in the corporation gaining a profit or avoiding a loss, the court

may make an order against the corporation for the payment of a civil penalty of a sum —

not exceeding 3 times —

the amount of the profit that the corporation gained; or

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(ii)

(b)

(a)

(b)

(a)

(b)

(c)

the amount of the loss that it avoided,

as a result of the contravention by the contravening person; or

equal to $100,000,

whichever is the greater.

(5)  If the court in subsection (3) is satisfied on a balance of probabilities that the corporation

is liable to be punished under subsection (1) for a contravention of any provision in this Part,

which contravention did not result in the corporation gaining a profit or avoiding a loss, the

court may make an order against the corporation for the payment of a civil penalty of a sum not

less than $50,000 and not more than $2 million.

(6)    Sections 232(4) to (7) and 233 shall apply in relation to an action brought against a

corporation under subsection (3) as they apply in relation to an action under section 232.

(7)  Any defence that would be available to —

the contravening person if he were prosecuted for his contravention; or

the corporation if it were prosecuted under subsection (1) in respect of that

contravention,

shall also be available to the corporation in an action under subsection (3) in respect of that

contravention.

(8)  The means by which consent or connivance of the corporation under subsection (1) or

(3) may be established include proving that —

the corporation’s board of directors intentionally, knowingly or recklessly carried out

the relevant conduct, or expressly, tacitly or impliedly authorised or permitted the

contravention;

a high managerial agent of the corporation intentionally, knowingly or recklessly

engaged in the relevant conduct, or expressly, tacitly or impliedly authorised or

permitted the contravention; or

a corporate culture existed within the corporation that directed or encouraged noncompliance with the relevant provision.

(9)  In this section —

“board of directors” means the body (by whatever name called) exercising the executive

authority of the corporation;

“corporate culture” means an attitude, policy, rule, course of conduct or practice existing

within the corporation generally or in the part of the corporation in which the relevant

activity takes place;

“high managerial agent” means an employee, agent or officer of the corporation with

duties of such responsibility that his conduct may fairly be assumed to represent the

corporation’s policy.

Civil penalty when cor por ation fails to pr event or detect contr avention by employee or

officer

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(a)

(b)

(i)

(ii)

(a)

(b)

(a)

(b)

(c)

236C.—(1)  A corporation which fails to prevent or detect a contravention of any provision

in this Part committed by an employee or officer of the corporation (referred to in this section as

the contravening person), which contravention is —

committed for the benefit of the corporation; and

attributable to the negligence of the corporation,

commits a contravention and shall be liable to an order for a civil penalty under this section.

(2)    Where it appears to the Authority that a corporation has committed a contravention

under subsection (1), the Authority may, with the consent of the Public Prosecutor, bring an

action in a court against the corporation to seek an order for a civil penalty.

(3)  If the court is satisfied on a balance of probabilities that the corporation has committed a

contravention under subsection (1), which resulted in the corporation gaining a profit or

avoiding a loss, the court may make an order against the corporation for the payment of a civil

penalty of a sum —

not exceeding 3 times —

the amount of the profit that the corporation gained; or

the amount of the loss that it avoided,

as a result of the contravention by the contravening person; or

equal to $100,000,

whichever is the greater.

(4)  If the court is satisfied on a balance of probabilities that the corporation has committed a

contravention under subsection (1), which did not result in the corporation gaining a profit or

avoiding a loss, the court may make an order against the corporation for the payment of a civil

penalty of a sum not less than $50,000 and not more than $2 million.

(5)    Sections 232(4) to (7) and 233 shall apply in relation to an action brought against a

corporation under subsection (2) as they apply in relation to an action under section 232.

(6)  Any defence that would be available to the contravening person if he were prosecuted for

his contravention shall also be available to the corporation in an action under subsection (2) in

respect of its failure to prevent or detect that contravention.

(7)  For the purposes of subsection (1), in determining whether a contravention is attributable

to the negligence of a corporation, the court shall take into account the following matters:

whether the corporation has established adequate policies and procedures for the

purposes of preventing and detecting market misconduct;

whether the corporation has consistently enforced compliance with its policies and

procedures referred to in paragraph (a); and

such other factors as the court may consider relevant.

Civil liability of cor por ation for contr avention by employee or officer

236D.—(1)  A defendant corporation which has gained a profit or avoided a loss as a result

of the contravention of a provision in this Part by the contravening person referred to in section

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(a)

(i)

(A)

(B)

(ii)

(b)

(a)

(b)

(a)

(b)

236B(1) or 236C(1) shall, whether or not it had been convicted or had a civil penalty imposed

on it, be liable to pay compensation to any person (referred to in this section as the claimant)

who ––

contemporaneously with the contravention by the contravening person, had

subscribed for, purchased or sold «securities, or entered into any «futur es contract,

or contracts or arrangements in connection with leveraged foreign exchange trading,

of the same description; «and

had suffered loss by reason of the difference between —

the price at which the «securities, «futur es contracts, or contracts or

arrangements in connection with leveraged foreign exchange trading were

dealt in or traded contemporaneously with the contravention by the

contravening person; «and

the price at which the «securities, «futur es contracts, or contracts or

arrangements in connection with leveraged foreign exchange trading would

have been likely to have been so dealt in or traded at the time of the

contemporaneous dealing or trading if —

in any case where the contravening person had acted in

contravention of section 218 or 219, the information referred to in

section 218(1) or 219(1), as the case may be, had been generally

available; or

in any other case, the contravention by the contravening person had

not occurred.

(2)    The amount of compensation that the defendant corporation is liable to pay to the

claimant under subsection (1) is the amount of the loss suffered by the claimant, after deducting

any amount of compensation paid or payable —

by the contravening person under an order of court or an agreement to pay; or

under an order for disgorgement under section 236L,

to the same claimant in respect of the same contravention, up to the maximum recoverable

amount.

(3)  Any defence that would be available to —

the contravening person if he were prosecuted for his contravention; or

the defendant corporation if it were prosecuted under section 236B(1) or had an

action brought against it under section 236C(2),

shall also be available to the defendant corporation in an action under this section in respect of

that contravention.

(4)  An action under this section shall not be commenced after the expiration of 6 years from

the date of completion of the contemporaneous dealing or trading in which the loss occurred.

(5)  In determining whether the dealing or trading took place contemporaneously with the

contravention by the contravening person, the court shall take into account the matters set out in

section 234(5).

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(a)

(b)

(a)

(b)

(a)

(b)

(a)

(6)  In this section, “maximum recoverable amount” means —

the amount of profit that the defendant corporation gained; or

the amount of the loss that it avoided,

as a result of the contravention by the contravening person, after deducting all amounts of

compensation that the defendant corporation had previously been ordered by a court to pay to

other claimants under this section in respect of the same contravention.

Subdivision (2) —Partnerships and limited liability partnerships

Liability of partner ship and limited liability partner ship when partner, etc., commits

contr avention with consent or connivance

236E.—(1)  Where an offence of contravening any provision of this Part is proved to have

been committed by a partner or employee of a partnership or a partner, manager or employee of

a limited liability partnership (referred to in this section as the contravening person) —

with the consent or connivance of the partnership or limited liability partnership; and

for the benefit of the partnership or limited liability partnership,

the partnership or limited liability partnership shall be guilty of that offence as if it had

committed the contravention, and every partner of that partnership, or the limited liability

partnership, as the case may be, shall be liable to be proceeded against and punished

accordingly.

(2)  No proceedings shall be instituted against any partner of the partnership or the limited

liability partnership under subsection (1) after —

a court has made an order against the partner or limited liability partnership for the

payment of a civil penalty under subsection (3); or

the partner or limited liability partnership has entered into an agreement with the

Authority to pay, with or without admission of liability, a civil penalty under section

232(5) (as that provision is applied to an action under subsection (3) by subsection

(6)),

in respect of the same contravention.

(3)  Where it appears to the Authority that a partnership or a limited liability partnership is

liable to be punished under subsection (1) for a contravention committed by a contravening

person, the Authority may, with the consent of the Public Prosecutor, bring an action in a court

against the partnership or limited liability partnership to seek an order for a civil penalty in

respect of that contravention as if the partnership or limited liability partnership had committed

the contravention, whether or not such action is brought against the contravening person.

(4)  If the court in subsection (3) is satisfied on a balance of probabilities that the partnership

or limited liability partnership is liable to be punished under subsection (1) for a contravention

of any provision in this Part, which contravention resulted in the partnership or limited liability

partnership gaining a profit or avoiding a loss, the court may make an order against the

partnership or limited liability partnership for the payment of a civil penalty of a sum —

not exceeding 3 times —

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(i)

(ii)

(b)

(a)

(b)

(a)

(b)

(c)

the amount of the profit that the partnership or limited liability partnership

gained; or

the amount of the loss that it avoided,

as a result of the contravention by the contravening person; or

equal to $100,000,

whichever is the greater.

(5)  If the court in subsection (3) is satisfied on a balance of probabilities that the partnership

or limited liability partnership is liable to be punished under subsection (1) for a contravention

of any provision in this Part, which contravention did not result in the partnership or limited

liability partnership gaining a profit or avoiding a loss, the court may make an order against the

partnership or limited liability partnership for the payment of a civil penalty of a sum not less

than $50,000 and not more than $2 million.

(6)    Sections 232(4) to (7) and 233 shall apply in relation to an action brought against a

partnership or limited liability partnership under subsection (3) as they apply in relation to an

action under section 232.

(7)  Any defence that would be available to —

the contravening person if he were prosecuted for his contravention; or

the partnership or limited liability partnership if it were prosecuted under subsection

(1) in respect of that contravention,

shall also be available to the partnership or limited liability partnership in an action under

subsection (3) in respect of that contravention.

(8)    The means by which consent or connivance of the partnership or limited liability

partnership under subsection (1) or (3) may be established include proving that —

the executive partners of the partnership or limited liability partnership intentionally,

knowingly or recklessly carried out the relevant conduct, or expressly, tacitly or

impliedly authorised or permitted the contravention;

a high managerial agent of the partnership or limited liability partnership

intentionally, knowingly or recklessly engaged in the relevant conduct, or expressly,

tacitly or impliedly authorised or permitted the contravention; or

a corporate culture existed within the partnership or limited liability partnership that

directed or encouraged non-compliance with the relevant provision.

(9)  In this section —

“corporate culture” means an attitude, policy, rule, course of conduct or practice existing

within the partnership or limited liability partnership generally or in the part of the

partnership or limited liability partnership in which the relevant activity takes place;

“executive partners” means the partners exercising the executive authority of the

partnership or limited liability partnership;

“high managerial agent” means a partner, manager or employee of the partnership or

limited liability partnership with duties of such responsibility that his conduct may

fairly be assumed to represent the partnership or limited liability partnership’s policy.
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(a)

(b)

(i)

(ii)

(a)

(b)

Civil penalty when partner ship or limited liability partner ship fails to pr event or detect

contr avention by partner, etc.

236F.—(1)  A partnership or limited liability partnership which fails to prevent or detect a

contravention of any provision in this Part committed by a partner or employee of the

partnership or a partner, manager or employee of the limited liability partnership, as the case

may be (referred to in this section as the contravening person), which contravention is —

committed for the benefit of the partnership or limited liability partnership; and

attributable to the negligence of the partnership or limited liability partnership,

commits a contravention and shall be liable to an order for a civil penalty under this section.

(2)  Where it appears to the Authority that a partnership or limited liability partnership has

committed a contravention under subsection (1), the Authority may, with the consent of the

Public Prosecutor, bring an action in a court against the partnership or limited liability

partnership to seek an order for a civil penalty.

(3)    If the court is satisfied on a balance of probabilities that the partnership or limited

liability partnership has committed a contravention under subsection (1), which resulted in the

partnership or limited liability partnership gaining a profit or avoiding a loss, the court may

make an order against the partnership or limited liability partnership for the payment of a civil

penalty of a sum —

not exceeding 3 times —

the amount of the profit that the partnership or limited liability partnership

gained; or

the amount of the loss that it avoided,

as a result of the contravention by the contravening person; or

equal to $100,000,

whichever is the greater.

(4)    If the court is satisfied on a balance of probabilities that the partnership or limited

liability partnership has committed a contravention under subsection (1), which did not result in

the partnership or limited liability partnership gaining a profit or avoiding a loss, the court may

make an order against the partnership or limited liability partnership for the payment of a civil

penalty of a sum not less than $50,000 and not more than $2 million.

(5)    Sections 232(4) to (7) and 233 shall apply in relation to an action brought against a

partnership or limited liability partnership under subsection (2) as they apply in relation to an

action under section 232.

(6)  Any defence that would be available to the contravening person if he were prosecuted for

his contravention shall also be available to the partnership or limited liability partnership in an

action under subsection (2) in respect of its failure to prevent or detect that contravention.

(7)  For the purposes of subsection (1), in determining whether a contravention is attributable

to the negligence of a partnership or limited liability partnership, the court shall take into

account the following matters:

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(a)

(b)

(c)

(a)

(i)

(A)

(B)

(ii)

(b)

(a)

(b)

whether the partnership or limited liability partnership has established adequate

policies and procedures for the purposes of preventing and detecting market

misconduct;

whether the partnership or limited liability partnership has consistently enforced

compliance with its policies and procedures referred to in paragraph (a); and

such other factors as the court may consider relevant.

Civil liability of partner ship or limited liability partner ship for contr avention by partner,

etc.

236G.—(1)  A defendant partnership which has gained a profit or avoided a loss as a result

of the contravention of a provision in this Part by the contravening person referred to in section

236E(1) or 236F(1) shall, whether or not the partners of the partnership or the limited liability

partnership had been convicted or the partnership or limited liability partnership had a civil

penalty imposed on it, be liable to pay compensation to any person (referred to in this section as

the claimant) who —

contemporaneously with the contravention by the contravening person, had

subscribed for, purchased or sold «securities, or entered into any «futur es contract,

or contracts or arrangements in connection with leveraged foreign exchange trading,

of the same description; «and

had suffered loss by reason of the difference between —

the price at which the «securities, «futur es contracts, or contracts or

arrangements in connection with leveraged foreign exchange trading were

dealt in or traded contemporaneously with the contravention by the

contravening person; «and

the price at which the «securities, «futur es contracts, or contracts or

arrangements in connection with leveraged foreign exchange trading would

have been likely to have been so dealt in or traded at the time of the

contemporaneous dealing or trading if —

in any case where the contravening person had acted in

contravention of section 218 or 219, the information referred to in

section 218(1) or 219(1), as the case may be, had been generally

available; or

in any other case, the contravention by the contravening person had

not occurred.

(2)    The amount of compensation that the defendant partnership is liable to pay to the

claimant under subsection (1) is the amount of the loss suffered by the claimant, after deducting

any amount of compensation paid or payable —

by the contravening person under an order of court or an agreement to pay; or

under an order for disgorgement under section 236L,

to the same claimant in respect of the same contravention, up to the maximum recoverable

amount.

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(a)

(b)

(a)

(b)

(a)

(b)

(a)

(3)  Any defence that would be available to —

the contravening person if he were prosecuted for his contravention; or

the defendant partnership if it were prosecuted under section 236E(1) or had an

action brought against it under section 236F(2),

shall also be available to the defendant partnership in an action under this section in respect of

that contravention.

(4)  An action under this section shall not be commenced after the expiration of 6 years from

the date of completion of the contemporaneous dealing or trading in which the loss occurred.

(5)  In determining whether the dealing or trading took place contemporaneously with the

contravention by the contravening person, the court shall take into account the matters set out in

section 234(5).

(6)  In this section, “maximum recoverable amount” means —

the amount of profit that the defendant partnership gained; or

the amount of the loss that it avoided,

as a result of the contravention by the contravening person, after deducting all amounts of

compensation that the defendant partnership had previously been ordered by a court to pay to

other claimants under this section in respect of the same contravention.

Subdivision (3) —Officers, partners, etc., of entities

Civil penalty against officer of cor por ation, etc.

236H.—(1)    Where it appears to the Authority that a corporation, partnership, limited

liability partnership or unincorporated association (referred to in this section as the contravening

person) has contravened any provision in this Part —

with the consent or connivance of a person (referred to in this section as the

defendant) who is an officer or (where its affairs are managed by its members) a

member of the corporation, a partner of the partnership, a partner or manager of the

limited liability partnership, or an officer of the unincorporated association (other

than a partnership) or a member of its governing body, as the case may be; or

as a result of any neglect on the part of the defendant,

the Authority may, with the consent of the Public Prosecutor, bring an action in a court against

the defendant to seek an order for a civil penalty in respect of that contravention as if the

defendant had committed the contravention, whether or not such action is brought against the

contravening person.

(2)   If the court is satisfied on a balance of probabilities that the contravening person has

contravened a provision in this Part with the consent or connivance of the defendant, or as a

result of any neglect on the part of the defendant, which contravention resulted in the defendant

gaining a profit or avoiding a loss, the court may make an order against the defendant for the

payment of a civil penalty of a sum —

not exceeding 3 times —

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(i)

(ii)

(b)

(a)

(b)

(a)

(i)

(A)

(ii)

(b)

the amount of the profit that the defendant gained; or

the amount of the loss that he avoided,

as a result of the contravention by the contravening person; or

equal to $50,000,

whichever is the greater.

(3)   If the court is satisfied on a balance of probabilities that the contravening person has

contravened a provision in this Part with the consent or connivance of the defendant, or as a

result of any neglect on the part of the defendant, which contravention did not result in the

defendant gaining a profit or avoiding a loss, the court may make an order against the defendant

for the payment of a civil penalty of a sum not less than $50,000 and not more than $2 million.

(4)    Sections 232(4) to (7) and 233 shall apply in relation to an action brought against a

defendant under subsection (1) as they apply in relation to an action under section 232.

(5)  Any defence that would be available to —

the contravening person if it were prosecuted for its contravention; or

the defendant if he were prosecuted under section 331 in respect of that

contravention,

shall also be available to the defendant in an action under subsection (1) in respect of that

contravention.

Civil liability of officer of cor por ation, etc.

236I.—(1)    A defendant who has gained a profit or avoided a loss as a result of the

contravention of a provision in this Part by a contravening person referred to in section 236H(1)

shall, whether or not the defendant had been convicted under section 331 or had a civil penalty

imposed on him under section 236H, be liable to pay compensation to any person (referred to in

this section as the claimant) who —

contemporaneously with the contravention by the contravening person, had

subscribed for, purchased or sold «securities, or entered into «futur es contract, or

contracts or arrangements in connection with leveraged foreign exchange trading, of

the same description; «and

had suffered loss by reason of the difference between —

the price at which the «securities, «futur es contracts, or contracts or

arrangements in connection with leveraged foreign exchange trading were

dealt in or traded contemporaneously with the contravention by the

contravening person; «and

the price at which the «securities, «futur es contracts, or contracts or

arrangements in connection with leveraged foreign exchange trading would

have been likely to have been so dealt in or traded at the time of the

contemporaneous dealing or trading if —

in any case where the contravening person had acted in

contravention of section 218 or 219, the information referred to in

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(B)

(a)

(b)

(a)

(b)

(a)

(b)

(a)

(b)

(c)

section 218(1) or 219(1), as the case may be, had been generally

available; or

in any other case, the contravention by the contravening person had

not occurred.

(2)  The amount of compensation that the defendant is liable to pay to the claimant is the

amount of the loss suffered by the claimant, after deducting any amount of compensation paid

or payable ––

by the contravening person under an order of court or an agreement to pay; or

under an order for disgorgement under section 236L,

to the same claimant in respect of the same contravention, up to the maximum recoverable

amount.

(3)  Any defence that would be available to —

the contravening person if it were prosecuted for its contravention; or

the defendant if he were prosecuted under section 331 in respect of that

contravention,

shall also be available to the defendant in an action under this section in respect of that

contravention.

(4)  An action under this section shall not be commenced after the expiration of 6 years from

the date of completion of the contemporaneous dealing or trading in which the loss occurred.

(5)    In determining whether a dealing in «securities, trading in «futur es contracts, or

leveraged foreign exchange trading took place contemporaneously with the contravention by

the contravening person, the court shall take into account the matters referred to in section

234(5)(a) to (e).

(6)  In this section, “maximum recoverable amount” means —

the amount of the profit that the defendant gained; or

the amount of the loss that he avoided,

as a result of the contravention by the contravening person, after deducting all amounts of

compensation that the defendant had previously been ordered by a court to pay to other

claimants under this section in respect of the same contravention.

Subdivision (4) —General

Actions not to commence or stayed in certain situations

236J.—(1)  Except with the leave of court, no action may be brought against —

a defendant corporation under section 236B, 236C or 236D;

a defendant partnership (including, in the case of a partnership, any of the partners)

under section 236E, 236F or 236G; or

a defendant under section 236H or 236I,

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(i)

(ii)

(a)

(b)

(a)

(b)

(c)

which relates to a contravention of a provision in this Part (referred to in this section as the

primary contravention) by a contravening person referred to in section 236B(1) or 236C(1) (in

relation to the defendant corporation), 236E(1) or 236F(1) (in relation to the defendant

partnership) or 236H(1) (in relation to the defendant), as the case may be, after the

commencement of ––

criminal proceedings in respect of the primary contravention against the contravening

person; or

an action under section 232 in respect of the primary contravention against the

contravening person,

and any such action in paragraph (a), (b) or (c) pending on the date of commencement of the

proceedings or action in paragraph (i) or (ii) shall be stayed, and may not thereafter be

continued except with the leave of court.

(2)  Leave under subsection (1) may not be granted if ––

in the criminal proceedings referred to in subsection (1)(i), the contravening person

has been acquitted of the primary contravention; or

in the action under section 232 referred to in subsection (1)(ii), the court is not

satisfied that the contravening person has committed the primary contravention.

(3)   Except with the leave of court, no action under section 236D, 236G or 236I may be

brought against the defendant corporation, defendant partnership or defendant in respect of a

primary contravention after the commencement of —

criminal proceedings against the defendant corporation under section 236B(1), the

defendant partnership (including, in the case of a partnership, any of the partners)

under section 236E(1) or the defendant under section 331 in respect of the same

contravention;

an action against the defendant corporation under section 236B(3), the defendant

partnership under section 236E(3) or the defendant under section 236H in respect of

the same contravention; or

an action against the defendant corporation under section 236C(2) or the defendant

partnership under section 236F(2) in respect of the failure to prevent or detect that

contravention,

and any such action under section 236D, 236G or 236I, as the case may be, pending on the date

of commencement of the proceedings or action in paragraph (a), (b) or (c) shall be stayed, and

may not thereafter be continued except with the leave of court.

(4)  Leave under subsection (3) may not be granted if a date has been fixed by a court under

section 236K for the filing of claims, and in that event the claimant to the proposed action or the

action that has been stayed, as the case may be, shall comply with such directions relating to the

filing and proof of his claim under section 236K as that court may issue in his case.

Civil liability in event of conviction or civil penalty

236K.—(1)  Notwithstanding section 236D, 236G or 236I, where a defendant corporation,

defendant partnership (including, in the case of a partnership, any of the partners) or defendant

—

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(a)

(b)

(a)

(b)

(a)

(b)

(c)

has been convicted of an offence under this Division; or

has had an order for the payment of civil penalty made against it or him under this

Division, other than by way of a default judgment or a consent order made with or

without admission of contravention,

and has gained a profit or avoided a loss as a result of the contravention by the contravening

person referred to in section 236B(1), 236C(1), 236E(1), 236F(1) or 236H(1), as the case may

be, the court which convicted or made the order for a civil penalty against the defendant

corporation, defendant partnership (or any of the partners thereof) or defendant may, after the

conviction or the order imposing the civil penalty has been made final, fix a date on or before

which all claimants have to file and prove their claims against the defendant corporation,

defendant partnership or defendant, as the case may be, for compensation in respect of that

contravention.

(2)  Section 236(2) to (5) shall apply, with the necessary modifications, to an action under

subsection (1), and in such application —

any reference to the contravening person shall be read as the defendant corporation,

the defendant partnership or the defendant in subsection (1); and

the reference to an action under section 234 shall be read as an action under section

236D (in relation to the defendant corporation), 236G (in relation to the defendant

partnership) or 236I (in relation to the defendant), as the case may be.

(3)  In this section, “claimant” means any person who would qualify as a claimant to bring an

action against the defendant corporation, defendant partnership or defendant under section

236D, 236G or 236I, as the case may be.

Or der for disgor gement against thir d party

236L.—(1)  Without prejudice to any action under section 234, 236, 236D, 236G, 236I or

236K, where —

a person has been convicted by a court of an offence in respect of a contravention of

any provision in this Part;

a person has had an order for the payment of a civil penalty made against him under

section 232 or any of the provisions in this Division by a court, other than by way of

a default judgment or a consent order made with or without admission of

contravention, in respect of a contravention of any provision in this Part; or

in an action commenced under this section, a court is satisfied on a balance of

probabilities that a contravention by a person of any provision in this Part has

occurred,

the court may, on the application of the Authority or any claimant, make an order against any

other person (referred to in this section as a third party) who has received the whole or any part

of the benefit of that contravention for disgorgement of that benefit, being benefit derived from

trades carried out for the third party by the person referred to in paragraph (a), (b) or (c).

(2)  The court shall issue a notice to a third party against whom an application for an order

for disgorgement under subsection (1) is made, giving the third party an opportunity to show

cause, within such time as may be specified in the notice, why the order should not be made.

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(a)

(b)

(a)

(b)

(a)

(b)

(3)    An application for an order for disgorgement under subsection (1) shall not be

commenced after the expiration of 6 years from the date on which the contravention referred to

in that subsection was committed.

(4)  The court shall not make an order for disgorgement against a third party, or shall not

order disgorgement of the entire benefit derived by the third party, if the court is satisfied, on a

balance of probabilities, that —

the third party acquired the benefit without knowing, and in circumstances such as

not to arouse a reasonable suspicion, that the benefit was derived from the

contravention referred to in subsection (1); and

the third party has so altered his position in reliance on his having an indefeasible

interest in the benefit that, in the opinion of the court, it would be inequitable to make

the order for disgorgement or to order disgorgement of the entire benefit derived by

him, as the case may be.

(5)  Notwithstanding subsection (4), the court may make an order for disgorgement against a

third party referred to in subsection (4) of a sum that is, in the opinion of the court, equitable.

(6)   The court may, after the order for disgorgement has been made final, fix a date, not

earlier than 6 months from the date the order for disgorgement has been made final, on or

before which all claimants have to file and prove their claims for compensation in respect of the

contravention referred to in subsection (1).

(7)  The court may, after the expiry of the date fixed under subsection (6), order that each

claimant who has filed and proven his claim for compensation be paid out of the sum under the

final order for disgorgement, an amount —

equal to the amount of loss suffered by the claimant, after deducting any other

compensation paid or payable to the same claimant under an order of court or an

agreement to pay in respect of the same contravention; or

equal to the pro-rated portion of the sum under the final order for disgorgement,

calculated according to the relationship which the amount referred to in paragraph (a)

bears to all amounts proved to the court,

whichever is the lesser.

(8)  Any sum remaining under the order for disgorgement shall be paid into the Consolidated

Fund.

(9)  If the third party fails to pay the sums under the order for disgorgement within the time

specified in the court order under subsection (7) ––

each claimant may recover the sum due to him under the order for disgorgement as

though it were a judgment debt due to him; and

the remaining sum under the order for disgorgement may be recovered by the

Authority as though it were a judgment debt due to the Authority and paid into the

Consolidated Fund.

(10)    After the expiry of the date fixed under subsection (6), no person shall make any

subsequent application under this section for an order for disgorgement against the third party in

respect of the same contravention.
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(a)

(b)

(c)

(d)

(a)

(b)

(a)

(b)

(c)

(11)  For the purposes of this section, an order for disgorgement is made final if —

the order is not set aside on appeal or revision or is varied only as to the sum to be

disgorged;

the order is not subject to further appeal;

no notice of appeal against the order is lodged within the time prescribed by Rules of

Court (Cap. 322, R 5); or

any appeal against the order is withdrawn.

(12)  In this section —

“benefit”, in relation to a contravention of any provision in this Part, means a profit

gained or loss avoided as a result of that contravention;

“claimant”, in relation to a contravention of any provision in this Part, means any person

who would qualify as a claimant under section 234 in respect of that contravention.

Division 6 —Miscellaneous

J urisdiction of District Court

237.  A District Court shall have jurisdiction to hear and determine any action or application

under Division 4 or 5 regardless of the monetary amount.

Rules of Court

238.—(1)  Rules of Court (Cap. 322, R 5) may be made —

to regulate and prescribe the procedure and practice to be followed in respect of

proceedings under Divisions 4 and 5; and

to provide for costs and fees of such proceedings, and for regulating any matter

relating to the costs of such proceedings.

(2)  Without prejudice to the generality of subsection (1), Rules of Court may, in relation to

proceedings under sections 236, 236K and 236L —

provide for the advertisement of a notice for the filing and proof of claims under

those sections;

prescribe the procedure for the filing, proof and hearing of those claims; and

provide for the payment of the costs and fees of an action that has been stayed under

section 235(2) or 236J.

[SIA, s. 104G]

PART XIII

[2/2009 wef 01/10/2012]

[2/2009 wef 01/10/2012]

[Act 34 of 2012 wef 18/03/2013]

[Act 34 of 2012 wef 18/03/2013]

[2/2009 wef 01/10/2012]

[2/2009 wef 01/10/2012]

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(a)

(b)

(a)

(b)

(c)

OFFERS OF INVESTMENTS

Division 1 —Shares and Debentures

Subdivision (1) —Interpretation

Pr eliminar y pr ovisions

239.—(1)  In this Division —

“borrowing entity” means an entity that is or will be under a liability (whether or not such

liability is present or future) to repay any money received by it in response to an

invitation to subscribe for or purchase debentures of the entity;

[Deleted by Act 2/2009 wef 29/07/2009]

“control”, in relation to an entity, means the capacity of a person to determine the

outcome of decisions on the financial and operating policies of the entity, having

regard to —

the influence which the person can, in practice, exert on the entity (as opposed

to the rights which the person can exercise in the entity); and

any practice or pattern of behaviour of the person affecting the financial or

operating policies of the entity (even if such practice or pattern of behaviour

involves a breach of an agreement or a breach of trust),

but does not include any capacity of a person to influence decisions on the financial

and operating policies of the entity if such influence is required by law or under any

contract or order of court to be exercised for the benefit of other persons;

“debenture” includes debenture stock, bonds, notes and any other debt securities issued

by a corporation or any other entity, whether or not constituting a charge on the assets

of the issuer but does not include —

a cheque, letter of credit, order for the payment of money or bill of exchange;

subject to the regulations made under this Act, a promissory note having a face

value of not less than $100,000 and having a maturity period of not more than

12 months; or

for the purposes of the application of this definition to a provision of this Act in

respect of which any regulations made thereunder provide that the word

“debenture” does not include a prescribed document or a document included in

a prescribed class of documents, that document or a document included in that

class of documents, as the case may be;

“debenture issuance programme” means any scheme or arrangement by an entity for the

issue of debentures or units of debentures where only part of the maximum amount or

aggregate number of debentures or units of debentures under the programme is

offered initially and a further tranche or tranches may be offered subsequently;

“expert” has the same meaning as in section 4(1) of the Companies Act (Cap. 50);

“guarantor entity”, in relation to a borrowing entity, means an entity that has guaranteed

or has agreed to guarantee the repayment of any money received or to be received by
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(a)

(b)

(i)

(ii)

(iii)

(iv)

(v)

(a)

the borrowing entity in response to an invitation to subscribe for or purchase

debentures of the borrowing entity;

“immediate family”, in relation to an individual, means the individual’s spouse, son,

adopted son, step-son, daughter, adopted daughter, step-daughter, father, step-father,

mother, step-mother, brother, step-brother, sister or step-sister;

“issuer”, in relation to an offer of securities, means the entity that issued or will be issuing

the securities being offered;

“limited liability partnership” means any limited liability partnership whether registered

in Singapore under the Limited Liability Partnerships Act (Cap. 163A) or otherwise;

“minimum subscription”, in relation to any securities offered for subscription, means the

amount stated in the prospectus relating to the offer as the minimum amount which

must be raised by the issue of the securities so offered, failing which no securities will

be allotted or issued;

“preliminary document” means a document which has been lodged with the Authority

and is issued for the purpose of determining the appropriate issue or sale price of, and

the number of, securities to be issued or sold and which contains the information

required to be included in a prospectus under section 243, except for such information

as may be prescribed by the Authority;

“profile statement” means a profile statement referred to in section 240(4);

“promoter”, in relation to a prospectus issued by or in connection with an entity, means a

promoter of the entity who was a party to the preparation of the prospectus or of any

relevant portion thereof, but does not include any person by reason only of his acting

in a professional capacity;

“prospectus” means any prospectus, notice, circular, material, advertisement, publication

or other document used to make an offer of securities, and includes any document

deemed to be a prospectus under section 257, but does not include —

a profile statement; or

any material, advertisement or publication which is authorised by section 251

(other than subsection (5));

“recognised securities exchange” means a corporation which has been declared by the

Authority, by order published in the Gazette, to be a recognised securities exchange

for the purposes of this Division;

“related party” means —

in relation to an entity —

a director or an equivalent person of the entity;

the chief executive officer or equivalent person of the entity;

a person who controls the entity;

a related corporation;

any other entity controlled by it;

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(vi)

(vii)

(i)

(A)

(B)

(ii)

(iii)

(b)

(a)

(b)

(c)

(d)

any other entity controlled by the person referred to in subparagraph (iii); and

a related party of any individual referred to in sub-paragraph (i), (ii) or

(iii); and

in relation to an individual —

his immediate family;

a trustee of any trust of which the individual or any member of the

individual’s immediate family is —

a beneficiary; or

where the trust is a discretionary trust, a discretionary object,

when the trustee acts in that capacity; and

any corporation in which he and his immediate family (whether directly

or indirectly) have interests in voting shares of an aggregate of not less

than 30% of the total votes attached to all voting shares;

“replacement document” means a replacement prospectus or a replacement profile

statement referred to in section 241(1), as the case may be;

“securities” means —

shares or units of shares of a corporation;

debentures or units of debentures of an entity;

interests in a limited partnership or limited liability partnership formed in

Singapore or elsewhere; or

such other product or class of products as the Authority may prescribe,

but does not include such other product or class of products as the Authority may

prescribe as not being securities;

“statutory meeting” has the same meaning as in section 4(1) of the Companies Act (Cap.

50);

“supplementary document” means a supplementary prospectus or a supplementary profile

statement referred to in section 241(1), as the case may be;

“underlying entity”, in relation to an offer of units of shares or debentures, means the

entity the shares or debentures of which are the subject of the offer;

“unit”, in relation to a share or debenture, means any right or interest, whether legal or

equitable, in the share or debenture, by whatever name called, and includes any option

to acquire any such right or interest in the share or debenture.

(2)    For the purposes of this Division, a statement shall be deemed to be included in a

prospectus or profile statement if it is contained in any report or memorandum appearing on the

face thereof or by reference incorporated therein or issued therewith.

(3)  For the purposes of this Division —

[2/2009 wef 20/04/2009]

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(a)

(b)

(a)

(i)

(ii)

(b)

(a)

(b)

(a)

(b)

(a)

any invitation to a person to deposit money with or to lend money to an entity shall

be deemed to be an offer of debentures of the entity; and

any document that is issued or intended or required to be issued by an entity

acknowledging or evidencing or constituting an acknowledgment of the indebtedness

of the entity in respect of any money that is or may be deposited with or lent to the

entity in response to such an invitation shall be deemed to be a debenture.

(3A)  Notwithstanding subsection (3) —

any invitation to a person by a prescribed entity to make a deposit with the prescribed

entity is not an offer of debentures; and

the following documents issued or intended or required to be issued by a prescribed

entity are not debentures:

any certificate of deposit;

any other document acknowledging or evidencing or constituting an

acknowledgment of the indebtedness of the prescribed entity in respect of

any deposit that is or may be made with the prescribed entity.

(4)  In subsections (3A) and (5) —

“deposit” has the same meaning as in section 4B(4) of the Banking Act (Cap. 19);

“prescribed entity” means —

any bank licensed under the Banking Act; or

any entity or any entity of a class which has been declared by the Authority, by

order published in the Gazette, to be a prescribed entity for the purposes of this

subsection.

(5)  The Authority may, by notice in writing —

impose such conditions or restrictions on a prescribed entity as it thinks fit; and

at any time vary or revoke any condition or restriction so imposed,

and the prescribed entity shall comply with every such condition or restriction imposed on it by

the Authority that has not been revoked by the Authority.

(5A)  Any person who contravenes any condition or restriction imposed under subsection (5)

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.

(6)  For the purposes of this Division, a person makes an offer of any securities if, and only

if, as principal —

he makes (either personally or by an agent) an offer to any person in Singapore which

upon acceptance would give rise to a contract for the issue or sale of those securities

by him or another person with whom he has made arrangements for that issue or sale;

[1/2005]

[1/2005]

[1/2005]

[1/2005]

[1/2005]
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(b)

(a)

(b)

(i)

(ii)

(iii)

(a)

(b)

or

he invites (either personally or by an agent) any person in Singapore to make an offer

which upon acceptance would give rise to a contract for the issue or sale of those

securities by him or another person with whom he has made arrangements for that

issue or sale.

(7)  In subsection (6), “sale” includes any disposal for valuable consideration.

(8)    This Division applies only in relation to offers of securities made on or after the

commencement of this Division.

[Companies, s. 4]

Authority may disapply this Division to certain offer s

239A.  Notwithstanding any provision to the contrary in this Division, where —

an offer of securities is one to which (but for this section) both this Division and

Division 2 apply; and

the Authority has by order published in the Gazette declared that this Division shall

not apply to that offer or a class of offers to which that offer belongs,

then this Division shall not apply to that offer.

Modification of pr ovisions to certain offer s

239B.  The Authority may, if it thinks it necessary in the interest of the public or a section of

the public or for the protection of investors, by regulations modify or adapt the provisions of

this Division in their application to such offer of securities as may be prescribed, and the

provisions of this Division shall apply to such offer subject to such modifications or

adaptations.

Subdivision (2) —Prospectus requirements

Requir ement for pr ospectus and pr ofile statement, wher e r elevant

240.—(1)  No person shall make an offer of securities unless the offer —

is made in or accompanied by a prospectus in respect of the offer —

that is prepared in accordance with section 243;

a copy of which, being one that has been signed in accordance with

subsection (4A), is lodged with the Authority; and

that is registered by the Authority; and

complies with such requirements as may be prescribed by the Authority.

(2)  A person who lodges a preliminary document with the Authority shall be deemed to have

lodged a prospectus with the Authority.

[1/2005]

[1/2005]

[1/2005]

[1/2005]

[2/2009 wef 29/07/2009]

[16/2003; 1/2005]
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(a)

(b)

(c)

(d)

(e)

(i)

(ii)

(a)

(A)

(B)

(i)

(ii)

(b)

(A)

(B)

(i)

(c)

(3)  A preliminary document referred to in subsection (2) must contain all information to be

included in a prospectus other than such information as may be prescribed by the Authority.

(4)  Notwithstanding subsection (1), an offer of securities may be made in or accompanied by

an extract from, or an abridged version of, a prospectus (referred to in this section as a profile

statement), instead of a prospectus, if —

a prospectus in respect of such offer is prepared in accordance with section 243, and

the profile statement is prepared in accordance with section 246;

a copy of the prospectus and a copy of the profile statement, each of which has been

signed in accordance with subsection (4A), are lodged with the Authority, and the

prospectus is lodged no later than the profile statement;

the prospectus and profile statement are registered by the Authority;

sufficient copies of the prospectus are made available for collection at the times and

places specified in the profile statement; and

the offer complies with such requirements as may be prescribed by the Authority.

(4A)    The copy of a prospectus or profile statement lodged with the Authority shall be

signed —

where the person making the offer is the issuer —

in a case where the issuer is not the government of a State, by every director

or equivalent person of the issuer and every person who is named therein as a

proposed director or an equivalent person of the issuer; or

in a case where the issuer is the government of a State, by an official of that

government who is authorised to sign the prospectus on its behalf;

where the person making the offer is an individual and is not the issuer —

in a case where the issuer is not the government of a State —

by that person; and

if the issuer is controlled by that person, one or more of his related

parties, or that person and one or more of his related parties, by

every director or equivalent person of the issuer and every person

who is named therein as a proposed director or an equivalent person

of the issuer; or

in a case where the issuer is the government of a State, by that person;

where the person making the offer is an entity (not being the government of a State)

and is not the issuer —

in a case where the issuer is not the government of a State —

by every director or equivalent person of that entity; and

if the issuer is controlled by that entity, one or more of its related

parties, or that entity and one or more of its related parties, by every

director or equivalent person of the issuer, and every person who is

named therein as a proposed director or an equivalent person of the

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(ii)

(A)

(B)

(i)

(ii)

(d)

(a)

(b)

(a)

(b)

issuer; or

in a case where the issuer is the government of a State, by every director or

equivalent person of that entity; and

where the person making the offer is the government of a State and is not the

issuer —

in a case where the issuer is not the government of another State —

by an official of the government of the State who is authorised to

sign the prospectus on its behalf; and

if the issuer is controlled by that government, one or more of its

related parties, or that government and one or more of its related

parties, by every director or every equivalent person of the issuer,

and every person who is named therein as a proposed director or an

equivalent person of the issuer; or

in a case where the issuer is the government of another State, by an official

of the government of the first-mentioned State who is authorised to sign the

prospectus on its behalf.

(4B)  A requirement under subsection (4A) for the copy of a prospectus or profile statement

to be signed by a director or an equivalent person is satisfied if the copy is signed —

by that director or equivalent person; or

by a person who is authorised in writing by that director or equivalent person to sign

on his behalf.

(4C)  A requirement under subsection (4A) for the copy of a prospectus or profile statement

to be signed by a person named therein as a proposed director or an equivalent person is

satisfied if the copy is signed —

by that proposed director or equivalent person; or

by a person who is authorised in writing by that proposed director or equivalent

person to sign on his behalf.

(5)  No person shall make any offer of securities of an entity that has not been formed or

does not exist.

(6)  [Deleted by Act 1/2005]

(7)  Any person who contravenes subsection (1) or (5) shall be guilty of an offence and shall

be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not

exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not

exceeding $15,000 for every day or part thereof during which the offence continues after

conviction.

(8)  The Authority may register a prospectus or a profile statement on any day within the

period prescribed by the Authority from the date of lodgment thereof with the Authority,

unless —

[1/2005]

[1/2005]

[1/2005]

[1/2005]
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(a)

(i)

(ii)

(b)

(i)

(ii)

(c)

(d)

(a)

the Authority gives to the person making the offer a notice of an opportunity to be

heard under subsection (15);

the Authority gives to the person making the offer a notice of an extension, in which

case the Authority may, not later than 28 days from the date of lodgment of the

prospectus or profile statement —

register the prospectus or profile statement; or

give the person making the offer a notice of an opportunity to be heard under

subsection (15);

the person making the offer applies in writing to extend the period during which the

prospectus or profile statement may be registered, and the Authority grants an

extension as it thinks fit, in which case the Authority may, at any time up to and

including the date on which the extended period ends —

register the prospectus or profile statement; or

give the person making the offer a notice of an opportunity to be heard under

subsection (15); or

the person making the offer gives a notice in writing to the Authority to withdraw the

lodgment of the prospectus or profile statement, in which case the Authority shall not

register the prospectus or profile statement.

(8A)  Where, after a notice of an opportunity to be heard has been given under subsection (8)

(a), (b)(ii) or (c)(ii), the Authority decides not to refuse registration of the prospectus or profile

statement, the Authority may proceed with the registration on such date as it considers

appropriate, except that that date shall not be earlier than such day from the date of lodgment of

the prospectus or profile statement with the Authority as the Authority may prescribe.

(8B)  For the purposes of subsections (8) and (8A), the Authority may prescribe the same

period and day for all offers or different periods and days for different offers.

(9)  Where a prospectus lodged with the Authority is a preliminary document, the Authority

shall not register the prospectus unless a copy of the prospectus which has been signed in

accordance with subsection (4A) and which contains the information required to be stipulated in

the prospectus under section 243, including such information which could be omitted from the

preliminary document by virtue of subsection (3), has been lodged with the Authority.

(9A)  A person making an offer of securities may lodge any amendment to a prospectus or

profile statement in respect of that offer at any time before, but not after, the registration of the

prospectus or profile statement by the Authority.

(10)  Subject to subsection (11) —

where any amendment to a prospectus is lodged, the prospectus and any profile

statement which is lodged shall be deemed for the purposes of subsection (8) to have

been lodged when such amendment was lodged; and

[1/2005]

[2/2009 wef 29/03/2010]

[1/2005]

[2/2009 wef 29/03/2010]

[2/2009 wef 29/03/2010]

[1/2005]

[1/2005]
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(b)

(a)

(b)

(a)

(b)

(c)

(d)

(e)

(ea)

(eb)

(f)

(a)

where any amendment to a profile statement is lodged, the profile statement shall be

deemed for the purposes of subsection (8) to have been lodged when such

amendment was lodged.

(11)  Where an amendment to a prospectus or profile statement is lodged with the consent of

the Authority, the prospectus or profile statement as amended shall be deemed, for the purposes

of subsection (8), to have been lodged when the original prospectus or profile statement was

lodged with the Authority.

(11A)  An amendment to a prospectus or profile statement that is lodged shall be treated as

part of the original prospectus or profile statement.

(12)  The Authority may, for public information, publish —

a prospectus or profile statement lodged with the Authority under this section; and

where applicable, the translation thereof in the English language lodged with the

Authority under section 318A(1),

and, for the purposes of this subsection, the person making the offer shall provide the Authority

with a copy of the prospectus or profile statement and, where applicable, the translation in such

form or medium for publication as the Authority may require.

(13)  The Authority shall refuse to register a prospectus if —

the Authority is of the opinion that the prospectus contains a false or misleading

statement;

there is an omission from the prospectus of any information that is required to be

included in it under section 243;

the copy of the prospectus that is lodged with the Authority is not signed in

accordance with subsection (4A);

the Authority is of the opinion that the prospectus does not comply with the

requirements of this Act;

any written consent of an expert to the issue of the prospectus required under

section 249, or a copy thereof which is verified as prescribed, is not lodged with the

Authority;

any written consent of an issue manager to the issue of the prospectus required under

section 249A(1), or a copy thereof which is verified as prescribed, is not lodged with

the Authority;

any written consent of an underwriter to the issue of the prospectus required under

section 249A(2), or a copy thereof which is verified as prescribed, is not lodged with

the Authority; or

the Authority is of the opinion that it is not in the public interest to do so.

(14)  The Authority shall refuse to register a profile statement if —

the Authority is of the opinion that the profile statement contains a false or

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(b)

(c)

(ca)

(cb)

(cc)

(d)

(e)

(f)

(a)

(b)

(c)

(a)

misleading statement;

there is an omission from the profile statement of information required by section 246

to be included in it or an inclusion in the profile statement of information prohibited

by that section from being included in it;

the copy of the profile statement that is lodged with the Authority is not signed in

accordance with subsection (4A);

any written consent of an expert to the issue of the profile statement required under

section 249, or a copy thereof which is verified as prescribed, is not lodged with the

Authority;

any written consent of an issue manager to the issue of the profile statement required

under section 249A(1), or a copy thereof which is verified as prescribed, is not

lodged with the Authority;

any written consent of an underwriter to the issue of the profile statement required

under section 249A(2), or a copy thereof which is verified as prescribed, is not

lodged with the Authority;

the Authority is of the opinion that the profile statement does not comply with the

requirements of this Act;

the prospectus has not been registered by the Authority; or

the Authority is of the opinion that it is not in the public interest to do so.

(15)  The Authority shall not refuse to register a prospectus under subsection (13) or a profile

statement under subsection (14) without giving the person making the offer an opportunity to be

heard, except that an opportunity to be heard need not be given if the refusal is on the ground

that it is not in the public interest to register the prospectus or profile statement on the basis of

any of the following circumstances:

the person making the offer (being an entity), the issuer or, where applicable, the

underlying entity is in the course of being wound up or otherwise dissolved, whether

in Singapore or elsewhere;

the person making the offer (being an individual) is an undischarged bankrupt,

whether in Singapore or elsewhere;

a receiver, a receiver and manager or an equivalent person has been appointed,

whether in Singapore or elsewhere, in relation to or in respect of any property of the

person making the offer (being an entity), the issuer or, where applicable, the

underlying entity.

(16)  Any person making an offer may, within 30 days after he is notified that the Authority

has refused to register a prospectus or profile statement to which his offer relates under

subsection (13) or (14), appeal to the Minister, whose decision shall be final.

(17)  If —

a prospectus or profile statement is issued, circulated or distributed before it has been

registered by the Authority; or

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(b)

(i)

(ii)

(iii)

(a)

(b)

(a)

(b)

an application to subscribe for or purchase securities is accepted, or securities are

allotted, issued or sold, before a prospectus and, where applicable, profile statement

in respect of the securities has been registered by the Authority,

the person making the offer and every person who is knowingly a party to —

the issue, circulation or distribution of the prospectus or profile statement;

the acceptance of the application to subscribe for or purchase the securities; or

the allotment, issue or sale of the securities,

as the case may be, shall be guilty of an offence and shall be liable on conviction to a fine not

exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the

case of a continuing offence, to a further fine not exceeding $15,000 for every day or part

thereof during which the offence continues after conviction.

(18)  This section is subject to section 240A.

(19)  For the purposes of subsections (13)(a) and (14)(a), any reference to a statement shall

include a reference to any information presented, regardless of whether such information is in

text or otherwise.

(20)    Regulations made under this section may provide that a contravention of specified

provisions thereof shall be an offence and may provide penalties not exceeding a fine of

$50,000.

[Companies, s. 43, s. 45Aand s. 50; Aust. Corporations 2001, s. 721]

Debentur e issuance pr ogr amme

240A.—(1)  A prospectus for every offer of debentures or units of debentures that is part of a

debenture issuance programme shall comprise —

a base prospectus applicable to every offer under the debenture issuance programme;

and

a pricing statement applicable to that particular offer.

(2)  A profile statement for every offer of debentures or units of debentures that is part of a

debenture issuance programme shall comprise —

an extract from, or an abridged version of, a base prospectus referred to in

subsection (1)(a) (referred to in this section as a base profile statement); and

a pricing statement applicable to that particular offer.

(3)  In respect of an offer referred to in subsection (1), the requirements of section 240(1)(a)

(ii) and (iii) are satisfied if a copy of the base prospectus and a copy of the pricing statement,

each of which is signed in accordance with section 240(4A), have been lodged with and

registered by the Authority, either separately, whether on the same date or on different dates, or

as a single document.

(4)  In respect of an offer referred to in subsection (2), the requirements of section 240(4)(b)

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(a)

(b)

(i)

(A)

(B)

(ii)

(c)

and (c) are satisfied if a copy of the base profile statement and a copy of the pricing statement,

each of which is signed in accordance with section 240(4A), have been lodged with and

registered by the Authority, either separately, whether on the same date or on different dates, or

as a single document.

(5)    For the avoidance of doubt, where the base prospectus or base profile statement in

relation to a debenture issuance programme has been lodged with and registered by the

Authority, it shall be treated as having been lodged with and registered by the Authority in

respect of every offer under that programme.

(6)    For the purposes of the application of the provisions of this Subdivision to an offer

referred to in subsection (1), a reference to a prospectus shall, unless the context otherwise

requires or the Authority has prescribed otherwise, be read as a reference to both the base

prospectus and the pricing statement.

(7)    For the purposes of the application of the provisions of this Subdivision to an offer

referred to in subsection (2), a reference to a profile statement shall, unless the context

otherwise requires or the Authority has prescribed otherwise, be read as a reference to both the

base profile statement and the pricing statement.

(8)    The Authority may, by regulations, prescribe how the provisions of this Subdivision

shall apply to an offer referred to in subsection (1) or (2).

(9)  For the avoidance of doubt, a pricing statement may be registered by the Authority at any

time after its lodgment with the Authority.

Lodging supplementar y document or r eplacement document

241.—(1)  If, after a prospectus or profile statement is registered but before the close of the

offer of securities, the person making that offer becomes aware of —

a false or misleading statement in the prospectus or profile statement;

an omission from the prospectus of any information that should have been included

in it under section 243, or an omission from the profile statement of any information

that should have been included in it under section 246, as the case may be; or

a new circumstance that —

has arisen since the prospectus or profile statement was lodged with the

Authority; and

would have been required by —

section 243 to be included in the prospectus; or

section 246 to be included in the profile statement,

if it had arisen before the prospectus or the profile statement, as the case may

be, was lodged,

and that is materially adverse from the point of view of an investor, the person may lodge a

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(a)

(i)

(A)

(B)

(ii)

(b)

(a)

(b)

(c)

(d)

(a)

(b)

supplementary or replacement prospectus, or a supplementary or replacement profile statement

(referred to in this section as a supplementary or replacement document, as the case may be),

with the Authority.

(1A)  If, after a base prospectus or a base profile statement referred to in section 240A is

registered but before the expiration of 24 months from the registration of the base prospectus by

the Authority, the person making that offer intends to update any information or include any

new information in the base prospectus or base profile statement, the person may lodge a

supplementary or replacement document with the Authority, provided that no offer to which the

base prospectus or base profile statement relates is subsisting at the time of the lodgment.

(1B)  Subsections (7) to (16) shall not apply to a supplementary or replacement document

which is lodged under subsection (1A).

(1C)  For the purposes of subsection (1A), an offer shall not be treated as subsisting if —

a pricing statement in respect of the offer of debentures or units of debentures has not

been registered by the Authority under section 240A; or

a pricing statement in respect of the offer of debentures or units of debentures has

been registered by the Authority under section 240A, and —

the offer has closed with no application to subscribe for or purchase the

debentures or units of debentures having been received or accepted; or

one or more applications to subscribe for or purchase the debentures or units

of debentures have been received or accepted, and —

in a case where the debentures or units of debentures are or will be

listed for quotation on a securities exchange, trading in them has

commenced; or

in any other case, all of those debentures or units of debentures have

been issued or sold.

(2)  At the beginning of a supplementary document, there shall be —

a statement that it is a supplementary prospectus or a supplementary profile

statement, as the case may be;

an identification of the prospectus or profile statement it supplements;

an identification of any previous supplementary document lodged with the Authority

in relation to the offer; and

a statement that it is to be read together with the prospectus or profile statement it

supplements and any previous supplementary document in relation to the offer.

(3)  At the beginning of a replacement document, there shall be —

a statement that it is a replacement prospectus or a replacement profile statement, as

the case may be; and

an identification of the prospectus or profile statement it replaces.

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(a)

(b)

(a)

(b)

(a)

(b)

(A)

(i)

(a)

(4)  The supplementary document and the replacement document must be dated with the date

on which they are lodged with the Authority.

(5)  The person making the offer shall take reasonable steps —

to inform potential investors of the lodgment of any supplementary or replacement

document under subsection (1) or (1A); and

to make available to them the supplementary document or replacement document.

(6)    For the purposes of the application of this Division to events that occur after the

lodgment of the supplementary document —

where the supplementary document is a supplementary prospectus, the prospectus in

relation to the offer shall be taken to be the original prospectus together with the

supplementary prospectus and any previous supplementary prospectus in relation to

the offer; and

where the supplementary document is a supplementary profile statement, the profile

statement in relation to the offer shall be taken to be the original profile statement

together with the supplementary profile statement and any previous supplementary

profile statement in relation to the offer.

(6A)  [Deleted by Act 1/2005]

(6B)    For the purposes of the application of this Division to events that occur after the

lodgment of the replacement document —

where the replacement document is a replacement prospectus, the prospectus in

relation to the offer shall be taken to be the replacement prospectus; and

where the replacement document is a replacement profile statement, the profile

statement in relation to the offer shall be taken to be the replacement profile

statement.

(7)  If a supplementary document or replacement document is lodged with the Authority, the

offer shall be kept open for at least 14 days after the lodgment of the supplementary document

or replacement document.

(8)  Where, prior to the lodgment of the supplementary document or replacement document,

applications have been made under the original prospectus or profile statement to subscribe for

securities, then —

where the securities have not been issued to the applicants, the person making the

offer —

shall —

within 2 days (excluding any Saturday, Sunday or public holiday)

from the date of lodgment of the supplementary document or

replacement document, give the applicants notice in writing of how

to obtain, or arrange to receive, a copy of the supplementary

document or replacement document, as the case may be, and

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(B)

(ii)

(A)

(B)

(iii)

(A)

(B)

(i)

(ii)

(A)

(iii)

(b)

provide the applicants with an option to withdraw their applications;

and

take all reasonable steps to make available within a reasonable

period the supplementary document or replacement document, as

the case may be, to the applicants who have indicated that they wish

to obtain, or who have arranged to receive, a copy of the

supplementary document or replacement document;

shall, within 7 days from the date of lodgment of the supplementary

document or replacement document, give the applicants the supplementary

document or replacement document, as the case may be, and provide the

applicants with an option to withdraw their applications; or

shall —

treat the applications as withdrawn and cancelled, in which case the

applications shall be deemed to have been withdrawn and cancelled;

and

within 7 days from the date of lodgment of the supplementary

document or replacement document, pay to the applicants all

moneys the applicants have paid on account of their applications for

the securities; or

where the securities have been issued to the applicants, the person making the

offer —

shall —

within 2 days (excluding any Saturday, Sunday or public holiday)

from the date of lodgment of the supplementary document or

replacement document, give the applicants notice in writing of how

to obtain, or arrange to receive, a copy of the supplementary

document or replacement document, as the case may be, and

provide the applicants with an option to return, to the person making

the offer, those securities which they do not wish to retain title in;

and

take all reasonable steps to make available within a reasonable

period the supplementary document or replacement document, as

the case may be, to the applicants who have indicated that they wish

to obtain, or who have arranged to receive, a copy of the

supplementary document or replacement document;

shall, within 7 days from the date of lodgment of the supplementary

document or replacement document, give the applicants the supplementary

document or replacement document, as the case may be, and provide the

applicants with an option to return, to the person making the offer, those

securities which they do not wish to retain title in; or

shall —

treat the issue of the securities as void, in which case the issue shall

be deemed void; and
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(B)

(A)

(B)

(i)

(ii)

(iii)

(a)

within 7 days from the date of lodgment of the supplementary

document or replacement document, pay to the applicants all

moneys paid by them for the securities.

(9)    Subsections (8)(b) and (11) have effect notwithstanding sections 76 and 76A, and

Division 3A of Part IV, of the Companies Act (Cap. 50).

(10)    An applicant who wishes to exercise his option under subsection (8)(a)(i) or (ii) to

withdraw his application shall, within 14 days from the date of lodgment of the supplementary

document or replacement document, notify the person making the offer of this, whereupon that

person shall, within 7 days from the receipt of such notification, pay to the applicant all moneys

paid by the applicant on account of his application for the securities.

(11)    An applicant who wishes to exercise his option under subsection (8)(b)(i) or (ii) to

return securities issued to him shall, within 14 days from the date of lodgment of the

supplementary document or replacement document, notify the person making the offer of this

and return all documents, if any, purporting to be evidence of title to those securities to that

person, whereupon that person shall, within 7 days from the receipt of such notification and

documents, if any, pay to the applicant all moneys paid by the applicant for the securities, and

the issue of those securities shall be deemed to be void.

(12)  Where, prior to the lodgment of the supplementary document or replacement document,

applications have been made under the original prospectus or profile statement to purchase

securities, then —

where the securities have not been transferred to the applicants, the person making

the offer —

shall —

within 2 days (excluding any Saturday, Sunday or public holiday)

from the date of lodgment of the supplementary document or

replacement document, give the applicants notice in writing of how

to obtain, or arrange to receive, a copy of the supplementary

document or replacement document, as the case may be, and

provide the applicants with an option to withdraw their applications;

and

take all reasonable steps to make available within a reasonable

period the supplementary document or replacement document, as

the case may be, to the applicants who have indicated that they wish

to obtain, or who have arranged to receive, a copy of the

supplementary document or replacement document;

shall, within 7 days from the date of lodgment of the supplementary

document or replacement document, give the applicants the supplementary

document or replacement document, as the case may be, and provide the

applicants with an option to withdraw their applications; or

shall —

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(A)

(B)

(A)

(B)

(i)

(ii)

(AA)

(AB)

(A)

(iii)

(b)

treat the applications as withdrawn and cancelled, in which case the

applications shall be deemed to have been withdrawn and cancelled;

and

within 7 days from the date of lodgment of the supplementary

document or replacement document, pay to the applicants all

moneys the applicants have paid on account of their applications for

the securities; or

where the securities have been transferred to the applicants, the person making the

offer —

shall —

within 2 days (excluding any Saturday, Sunday or public holiday)

from the date of lodgment of the supplementary document or

replacement document, give the applicants notice in writing of how

to obtain, or arrange to receive, a copy of the supplementary

document or replacement document, as the case may be, and

provide the applicants with an option to return, to the person making

the offer, those securities which they do not wish to retain title in;

and

take all reasonable steps to make available within a reasonable

period the supplementary document or replacement document, as

the case may be, to the applicants who have indicated that they wish

to obtain, or who have arranged to receive, a copy of the

supplementary document or replacement document;

shall, within 7 days from the date of lodgment of the supplementary

document or replacement document, give the applicants the supplementary

document or replacement document, as the case may be, and provide the

applicants with an option to return, to the person making the offer, those

securities which they do not wish to retain title in; or

shall treat the sale of the securities as void, in which case the sale shall be

deemed void, and shall —

if documents purporting to evidence title to the securities (referred

to in this paragraph as the title documents) have been issued to the

applicants —

within 7 days from the date of lodgment of the

supplementary document or replacement document, inform

the applicants to return the title documents to the person

making the offer within 14 days from the date of lodgment

of the supplementary document or replacement document;

and

within 7 days from the date of receipt of the title

documents or the date of lodgment of the supplementary

document or replacement document, whichever is the later,

pay to the applicants all moneys paid by them for the

securities; or
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(B)

(a)

(b)

(c)

(d)

if no title documents have been issued to the applicants, within 7

days from the date of the lodgment of the supplementary document

or replacement document, pay to the applicants all moneys paid by

them for the securities.

(13)  An applicant who wishes to exercise his option under subsection (12)(a)(i) or (ii) to

withdraw his application shall, within 14 days from the date of lodgment of the supplementary

document or replacement document, notify the person making the offer of this, whereupon that

person shall, within 7 days of the receipt of such notification, pay to the applicant all moneys

paid by him on account of his application for the securities.

(14)  An applicant who wishes to exercise his option under subsection (12)(b)(i) or (ii) to

return securities sold to him shall, within 14 days from the date of lodgment of the

supplementary document or replacement document, notify the person making the offer of this

and return all documents, if any, purporting to evidence title to those securities to the person

making the offer, whereupon that person shall, within 7 days from the receipt of such

notification and documents, if any, pay to the applicant all moneys paid by him for the

securities and the sale of the securities shall be deemed to be void.

(15)  Any person who contravenes subsection (8) or (12) 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.

(16)  Any person who contravenes any other provision of this section 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.

(17)    For the purposes of subsection (1)(a), the reference to a statement shall include a

reference to any information presented, regardless of whether such information is in text or

otherwise.

[Companies, s. 50A ; Aust. Corporations 2001, s. 719]

Stop or der for pr ospectus and pr ofile statement

242.—(1)  If a prospectus has been registered and —

the Authority is of the opinion that the prospectus contains a false or misleading

statement;

there is an omission from the prospectus of any information that is required to be

included in it under section 243;

the Authority is of the opinion that the prospectus does not comply with the

requirements of this Act; or

the Authority is of the opinion that it is in the public interest to do so,

the Authority may by an order in writing (referred to in this section as a stop order) served on

the person making the offer of securities to which the prospectus relates direct that no or no

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(a)

(b)

(c)

(d)

(a)

(aa)

(b)

(i)

(ii)

(a)

(i)

(b)

further securities be allotted, issued or sold.

(2)  If a profile statement has been registered and —

the Authority is of the opinion that the profile statement contains a false or

misleading statement;

there is an omission from the profile statement of any information that is required to

be included in it under section 246;

the Authority is of the opinion that the profile statement does not comply with the

requirements of this Act; or

the Authority is of the opinion that it is in the public interest to do so,

the Authority may by an order in writing (referred to in this section as a stop order) served on

the person making the offer of securities to which the profile statement relates direct that no or

no further securities be allotted, issued or sold.

(3)  Notwithstanding subsections (1) and (2), the Authority shall not serve a stop order if any

of the securities to which the prospectus or profile statement relates has been issued or sold, and

listed for quotation on a securities exchange and trading in them has commenced.

(4)  The Authority shall not serve a stop order under subsection (1) or (2) without giving the

person making the offer an opportunity to be heard, except that an opportunity to be heard need

not be given if the stop order is served on the ground that it is in the public interest to do so on

the basis of any of the following circumstances:

the person making the offer (being an entity), the issuer or, where applicable, the

underlying entity is in the course of being wound up or otherwise dissolved, whether

in Singapore or elsewhere;

the person making the offer (being an individual) is an undischarged bankrupt,

whether in Singapore or elsewhere;

a receiver, a receiver and manager or an equivalent person has been appointed,

whether in Singapore or elsewhere, in relation to or in respect of any property of the

person making the offer (being an entity), the issuer or, where applicable, the

underlying entity.

(5)    Where applications to subscribe for securities to which the prospectus or profile

statement relates have been made prior to the stop order, then —

where the securities have not been issued to the applicants —

the applications shall be deemed to have been withdrawn and cancelled; and

the person making the offer shall, within 14 days from the date of the stop

order, pay to the applicants all moneys the applicants have paid on account of

their applications for the securities; or

where the securities have been issued to the applicants —

the issue of the securities shall be deemed to be void; and

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(ii)

(i)

(ii)

(a)

(A)

(B)

(i)

(ii)

(b)

(i)

(ii)

(a)

(b)

the person making the offer shall, within 14 days from the date of the stop

order, pay to the applicants all moneys paid by them for the securities.

(6)  Subsection (5)(b) has effect notwithstanding sections 76 and 76A, and Division 3A of

Part IV, of the Companies Act (Cap. 50).

(7)  Where applications to purchase securities to which the prospectus or profile statement

relates have been made prior to the stop order, then —

where the securities have not been transferred to the applicants —

the applications shall be deemed to have been withdrawn and cancelled; and

the person making the offer shall, within 14 days from the date of the stop

order, pay to the applicants all moneys the applicants have paid on account of

their applications for the securities; or

where the securities have been transferred to the applicants, the sale shall be deemed

to be void, and the person making the offer shall —

if documents purporting to evidence title to the securities have been issued to

the applicants —

within 7 days from the date of the stop order, inform the applicants

to return such documents to the person making the offer within 14

days from that date; and

within 7 days from the date of the receipt of those documents or the

date of the stop order, whichever is the later, pay to the applicants

all moneys paid by them for the securities; or

if no such documents have been issued to the applicants, within 7 days from

the date of the stop order, pay to the applicants all moneys paid by them for

the securities.

(8)   If the Authority is of the opinion that any delay in serving a stop order pending the

holding of a hearing required under subsection (4) is not in the interests of the public, the

Authority may, without giving an opportunity to be heard, serve an interim stop order on the

person making the offer directing that no or no further securities to which the prospectus or

profile statement relates be allotted, issued or sold.

(9)  An interim stop order shall, unless revoked by the Authority, be in force —

in a case where —

it is served during a hearing under subsection (4); or

a hearing under subsection (4) is commenced while it is in force,

until the Authority makes an order under subsection (1) or (2); and

in any other case, for a period of 14 days from the day on which the interim stop

order is served.

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(a)

(b)

(a)

(i)

(ii)

(b)

(a)

(b)

(i)

(ii)

(iii)

(c)

(10)    Subsections (5) and (7) shall not apply where only an interim stop order has been

served.

(11)  Any person who fails to comply with a stop order served under subsection (1) or (2) or

an interim stop order served under subsection (8) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not

exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not

exceeding $15,000 for every day or part thereof during which the offence continues after

conviction.

(12)   Any person who contravenes subsection (5) or (7) 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.

(13)  For the purposes of subsections (1)(a) and (2)(a), any reference to a statement shall

include a reference to any information presented, regardless of whether such information is in

text or otherwise.

[Aust. Corporations 2001, s. 739]

Contents of pr ospectus

243.—(1)  A prospectus for an offer of securities shall contain —

all the information that investors and their professional advisers would reasonably

require to make an informed assessment of the matters specified in subsection (3);

and

the matters prescribed by the Authority.

(2)  The prospectus shall, with respect to subsection (1)(a), contain such information —

only to the extent to which it is reasonable for investors and their professional

advisers to expect to find in the prospectus; and

only to the extent that a person whose knowledge is relevant —

actually knows the information; or

in the circumstances ought reasonably to have obtained the information by

making enquiries.

(3)  The matters referred to in subsection (1)(a) shall relate to —

the rights and liabilities attaching to the securities;

the assets and liabilities, profits and losses, financial position and performance, and

prospects of the issuer;

if the underlying entity is controlled by —

the person making the offer;

one or more of the related parties of the person making the offer; or

the person making the offer and one or more of his related parties,

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(i)

(ii)

(iii)

(d)

(a)

(b)

(c)

(a)

(b)

(c)

(d)

(da)

(e)

(i)

(ii)

(f)

(g)

the assets and liabilities, profits and losses, financial position and performance, and

prospects of that entity; and

in the case of an offer of units of shares or debentures, where the person making the

offer, or an entity which is controlled by —

the person making the offer;

one or more of the related parties of the person making the offer; or

the person making the offer and one or more of his related parties,

is or will be required to issue or deliver the relevant securities, or to meet financial or

contractual obligations to the holders of those units, the capacity of that person or

entity to issue or deliver the relevant securities, or the ability of that person or entity

to meet those financial or contractual obligations.

(4)  In deciding what information shall be included under subsection (1)(a), regard shall be

had to —

the nature of the securities and the nature of the entity concerned;

the matters that likely investors may reasonably be expected to know; and

the fact that certain matters may reasonably be expected to be known to the

professional advisers of such investors.

(5)  For the purposes of subsection (2)(b), a person’s knowledge is relevant only if he is one

of the following persons:

the person making the offer;

if the person making the offer is an entity, a director or an equivalent person of the

entity;

the issuer;

a director or an equivalent person, or a proposed director or an equivalent person, of

the issuer;

a person named in the prospectus with his consent as an underwriter to the issue or

sale;

a person named in the prospectus as a stockbroker to the issue or sale if he

participates in any way in the preparation of the prospectus;

a person named in the prospectus with his consent as having made a statement —

that is included in the prospectus; or

on which a statement made in the prospectus is based;

a person named in the prospectus with his consent as having performed a particular

professional or advisory function.

(6)  A condition requiring or binding an applicant for securities to waive compliance with

any requirement of this section, or purporting to affect him with notice of any contract,

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(a)

(b)

(a)

(b)

(i)

(ii)

(iii)

(iv)

(a)

document or matter not specifically referred to in the prospectus, shall be void.

(7)  This section does not affect any liability that a person has under any other law.

[Companies, s. 45; Aust. Corporations 2001, s. 710]

244.  [Repealed by Act 16/2003]

Retention of over -subscriptions and statement of asset-backing in debentur e issues

245.—(1)  An entity shall not accept or retain subscriptions to a debenture issue in excess of

the amount of the issue as disclosed in the prospectus unless the entity has specified in the

prospectus —

that it expressly reserves the right to accept or retain over- subscriptions; and

a limit expressed as a specific sum of money on the amount of over-subscriptions that

may be accepted or retained, being an amount not more than 25% in excess of the

amount of the issue as disclosed in the prospectus.

(2)  Subject to regulations made by the Authority for the purposes of this subsection, where

an entity specifies in a prospectus relating to a debenture issue that it reserves the right to accept

or retain over-subscriptions —

the entity shall not make, authorise or permit any statement of or reference as to the

asset-backing for the issue to be made or contained in any prospectus relating to the

issue, other than a statement or reference to the total tangible assets and the total

liabilities of the entity and of its guarantor entities; and

the prospectus shall contain a statement or reference as to what the total assets and

total liabilities of the entity would be if over-subscriptions to the limit specified in the

prospectus were accepted or retained.

(3)  Every entity or other person that contravenes subsection (1) or (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.

[Companies, s. 49]

Contents of pr ofile statement

246.—(1)  A profile statement for an offer of securities shall contain —

the following particulars:

identification of the person making the offer and, where the person making

the offer is not the issuer, the issuer and, where applicable, the underlying

entity;

identification of the persons signing the profile statement;

the nature of the securities;

the nature of the risks involved in investing in the securities;

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(v)

(b)

(c)

(a)

(b)

(c)

(a)

(b)

details of all amounts payable in respect of the securities (including any

amount by way of fee, commission or charge);

a statement that copies of the prospectus are available for collection at the times and

places specified in the profile statement; and

a statement that the persons referred to in section 240(4A) who have signed the

profile statement are satisfied that the profile statement contains a fair summary of

the key information in the prospectus.

(2)  A profile statement shall not contain —

any statement that is false or misleading in the form and context in which it is

included;

any material information that is not contained in the prospectus; and

any material information that differs in any material particular from that set out in the

prospectus.

(3)    For the purposes of subsection (2)(a), the reference to a statement shall include a

reference to any information presented, regardless of whether such information is in text or

otherwise.

[Companies, s. 45A; Aust. Corporations 2001, s. 714]

Exemption fr om r equir ements as to form or content of pr ospectus or pr ofile statement

247.—(1)    The Authority may exempt any person or any prospectus or profile statement

from any requirement of this Act relating to the form or content of a prospectus or profile

statement, subject to such conditions or restrictions as may be determined by the Authority.

(2)    The Authority shall not grant an exemption under subsection (1) unless it is of the

opinion that —

the cost of complying with the requirement in respect of which exemption has been

applied for outweighs the resulting protection to investors; or

it would not be prejudicial to the public interest if the requirement in respect of which

exemption has been applied for were dispensed with.

(3)    The Authority may exempt any class of persons, or any class or description of

prospectuses or profile statements, from any requirement of this Act relating to the form or

content of a prospectus or profile statement, subject to such conditions or restrictions as may be

determined by the Authority.

(4)  [Deleted by Act 16/2003]

(5)    Any person who contravenes any of the conditions or restrictions imposed under

subsection (1) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not

exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding

$5,000 for every day or part thereof during which the offence continues after conviction.

[Companies, s. 46]

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(a)

(b)

Exemption for certain gover nmental and inter national entities as r egar ds signing of copy

of pr ospectus or pr ofile statement by all dir ector s or equivalent per sons

248.—(1)    This section shall apply only to entities that are both of a governmental and

international character.

(2)    An entity to which this section applies may apply in writing to the Authority for an

exemption from the requirements of section 240(1)(a)(ii), (4)(b), (4A), (13)(c) and (14)(c) and

the Authority may, if it considers those requirements unduly burdensome on the entity, exempt

such entity from complying therewith.

(3)  The Authority may subject such exemption to a requirement that such minimum number

of directors or equivalent persons who are resident in Singapore as the Authority may, in that

case, decide must sign the copy of the prospectus or profile statement.

(4)  In the event that no director or equivalent person is resident in Singapore, the Authority

may permit a duly authorised agent to sign the prospectus or profile statement so long as such

authorisation is supported by a resolution of the board of the entity.

(5)  The Authority may, if satisfied that a particular entity cannot comply with any of the

requirements in subsection (3) or (4), grant the exemption applied for.

(6)  Any prospectus or profile statement that complies with the terms of exemption granted

by the Authority shall be deemed to be a prospectus or profile statement for the purposes of this

Division and a copy of such prospectus or profile statement shall be registered by the Authority.

[Companies, s. 51]

Expert’s consent to issue of pr ospectus or pr ofile statement containing statement by him

249.—(1)  Where an offer of securities is made in or accompanied by a prospectus or profile

statement which includes a statement purporting to be made by, or based on a statement made

by, an expert, the prospectus or profile statement shall not be issued unless —

the expert has given, and has not before the registration of the prospectus or profile

statement, as the case may be, withdrawn his written consent to the issue thereof with

the statement included in the form and context in which it is included; and

there appears in the prospectus or profile statement, as the case may be, a statement

that the expert has given and has not withdrawn his consent.

(1A)  Every person making the offer shall cause a true copy of every written consent referred

to in subsection (1) to be deposited, within 7 days after the registration of the prospectus or

profile statement, at the registered office of the issuer in Singapore or, if the issuer has no

registered office in Singapore, at the address in Singapore specified in the prospectus for that

purpose.

(1B)  Every issuer shall keep, and make available for inspection by its members and creditors

and persons who have subscribed for or purchased the securities to which the prospectus or

profile statement relates, without payment of any fee, a true copy of every written consent

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(a)

(b)

(a)

(b)

deposited in accordance with subsection (1A) for a period of at least 6 months after the

registration of the prospectus or profile statement.

(2)  If any prospectus or profile statement is issued in contravention of subsection (1), the

person making the offer and every person who is knowingly a party to the issue thereof shall be

guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to

imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing

offence, to a further fine not exceeding $5,000 for every day or part thereof during which the

offence continues after conviction.

(3)  The Authority may exempt any person or class of persons, or any prospectus or profile

statement or class or description of prospectuses or profile statements, from this section, subject

to such conditions or restrictions as may be determined by the Authority.

(4)    Any person who contravenes any of the conditions or restrictions imposed under

subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not

exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding

$5,000 for every day or part thereof during which the offence continues after conviction.

[Companies, s. 54]

Consent of issue manager and underwriter to being named in pr ospectus or pr ofile

statement

249A.—(1)    Where an offer of securities is made in or accompanied by a prospectus or

profile statement in which a person is named as the issue manager to the offer, the prospectus or

profile statement shall not be issued unless —

the person has given, and has not before the registration of the prospectus or profile

statement, as the case may be, withdrawn his written consent to being named in the

prospectus or profile statement as issue manager to that offer; and

there appears in the prospectus or profile statement, as the case may be, a statement

that the person has given and has not withdrawn his consent.

(2)    Where an offer of securities is made in or accompanied by a prospectus or profile

statement in which a person is named as the underwriter (but not a sub-underwriter) to the offer,

the prospectus or profile statement shall not be issued unless —

the person has given, and has not before the registration of the prospectus or profile

statement, as the case may be, withdrawn his written consent to being named in the

prospectus or profile statement as underwriter to that offer; and

there appears in the prospectus or profile statement, as the case may be, a statement

that the person has given and has not withdrawn such consent.

(3)  If any prospectus or profile statement is issued in contravention of subsection (1) or (2),

the person making the offer and every person who is knowingly a party to the issue thereof shall

be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to

imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing

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(a)

(b)

(a)

(b)

offence, to a further fine not exceeding $5,000 for every day or part thereof during which the

offence continues after conviction.

(4)  Every person making the offer shall cause a true copy of every written consent referred

to in subsections (1) and (2) to be deposited, within 7 days after the registration of the

prospectus or profile statement, at the registered office of the issuer in Singapore or, if it has no

registered office in Singapore, at the address in Singapore specified in the prospectus for that

purpose.

(5)  Every issuer shall keep, and make available for inspection by its members and creditors

and persons who have subscribed for or purchased the securities to which the prospectus or

profile statement relates, without payment of any fee, a true copy of every written consent

deposited in accordance with subsection (4) for a period of at least 6 months after the

registration of the prospectus or profile statement.

Dur ation of validity of pr ospectus and pr ofile statement

250.—(1)  No person shall make an offer of securities, or allot, issue or sell any securities, on

the basis of a prospectus or profile statement after the expiration of the period referred to in

subsection (3).

(2)   In a case where an entity makes an offer of securities or where the securities being

offered are those issued by an entity or a proposed entity, no officer or equivalent person or

promoter of the entity or proposed entity shall authorise or permit —

the offer of those securities; or

the allotment, issue or sale of those securities,

on the basis of a prospectus or profile statement after the expiration of the period referred to in

subsection (3).

(3)  The period under subsection (1) or (2) is —

in a case where the securities are debentures or units of debentures issued under a

debenture issuance programme under section 240A, 24 months from the date of

registration by the Authority of the base prospectus in relation to such offer,

allotment, issue or sale; or

in any other case, 6 months from the date of registration by the Authority of the

prospectus in relation to such offer, allotment, issue or sale.

(4)  If default is made in complying with subsection (1) or (2), the person and, in the case of

an entity or a proposed entity, every officer or equivalent person or promoter of the entity or

proposed entity shall be guilty of an offence and shall be liable on conviction to a fine not

exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both and, in the

case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof

during which the offence continues after conviction.

(5)    An allotment, an issue or a sale of securities that is made in contravention of

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(a)

(i)

(ii)

(b)

(a)

(b)

(i)

(ii)

(iii)

(i)

(ii)

(iii)

(a)

subsection (1) or (2) shall not, by reason only of that fact, be voidable or void.

[Companies, s. 57 (8)-(10)]

Restrictions on advertisements, etc.

251.—(1)  If a prospectus is required for an offer or intended offer of «securities, a person

shall not —

advertise the offer or intended offer; or

publish a statement that —

directly or indirectly refers to the offer or intended offer; or

is reasonably likely to induce persons to subscribe for or purchase the

«securities,

unless the advertisement or publication is authorised by this section.

(2)  In determining whether a statement —

indirectly refers to an offer or intended offer of «securities; or

is reasonably likely to induce persons to subscribe for or purchase «securities,

regard shall be had to whether the statement —

forms part of the normal advertising of an entity’s products or services «and is

genuinely directed at maintaining its existing customers, or attracting new customers,

for those products or services;

communicates information that materially deals with the affairs of the entity; «and

is likely to encourage investment decisions being made on the basis of the statement

rather than on the basis of information contained in a prospectus or profile statement.

(3)  Notwithstanding subsection (6), a person may, before a prospectus or profile statement is

registered by the Authority, disseminate a preliminary document which has been lodged with

the Authority to institutional investors, relevant persons as defined in section 275(2) or persons

to whom an offer referred to in section 275(1A) is to be made without contravening

subsection (1), if —

the front page of the preliminary document contains —

the following statement:

“This is a preliminary document «and is subject to further amendments

«and completion in the prospectus to be registered by the Monetary

Authority of Singapore.”;

a statement that a person to whom a copy of the preliminary document has

been issued shall not circulate it to any other person; «and

a statement in bold lettering that no offer or agreement shall be made on the

basis of the preliminary document to purchase or subscribe for any

«securities to which the preliminary document relates;

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(b)

(c)

(a)

(b)

(c)

(d)

(a)

(b)

(c)

the preliminary document does not contain or have attached to it any form of

application that will facilitate the making by any person of an offer of the «securities

to which the preliminary document relates, or the acceptance of such an offer by any

person; «and

when the prospectus is registered by the Authority, the person takes reasonable steps

to notify the persons to whom the preliminary document was issued that the

registered prospectus is available for collection.

(4)    Notwithstanding subsection (6), a person does not contravene subsection (1) by

presenting oral or written material, on matters contained in a preliminary document which has

been lodged with the Authority, to institutional investors, relevant persons as defined in

section 275(2) or persons to whom an offer referred to in section 275(1A) is to be made before a

prospectus or profile statement is registered by the Authority.

(5)  For the avoidance of doubt, a person may disseminate a prospectus or profile statement

that has been registered by the Authority under section 240 without contravening subsection (1).

(6)  Before a prospectus or profile statement is registered, an advertisement or publication

does not contravene subsection (1) if it contains only the following:

a statement that identifies the «securities, the person making the offer, the issuer

«and, where applicable, the underlying entity;

a statement that a prospectus or profile statement for the offer will be made available

when the offer is made;

a statement that anyone wishing to acquire the «securities will need to make an

application in the manner set out in the prospectus or profile statement; «and

a statement of how to obtain, or arrange to receive, a copy of the prospectus or profile

statement.

(7)    To satisfy subsection (6), the advertisement or publication shall include all of the

statements referred to in paragraphs (a), (b) «and (c) of that subsection, «and may include the

statement referred to in paragraph (d).

(8)  After a prospectus or profile statement is registered with the Authority, an advertisement

or a publication does not contravene subsection (1) if —

it includes a statement that the prospectus or profile statement in respect of the offer

of «securities is available for collection at the times «and places specified in the

statement;

it includes a statement that anyone wishing to acquire the «securities will need to

make an application in the manner set out in the prospectus or profile statement;

«and

it does not contain any information that is not included in the prospectus or profile

statement.

(9)  An advertisement or a publication does not contravene subsection (1) if it —

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(a)

(b)

(i)

(ii)

(c)

(d)

(i)

(ii)

(iii)

(iv)

(e)

(i)

(ii)

(iii)

(iv)

(f)

(g)

(h)

consists solely of a disclosure, notice or report required under this «Act, or any listing

rules or other requirements of a «securities exchange, «futur es exchange or overseas

«securities exchange made by any person;

consists solely of a notice or report of a general meeting or proposed general meeting

of the person making the offer, the issuer, the underlying entity or any entity, or a

presentation of oral or written material on matters so contained in the notice or report

at the general meeting;

consists solely of a report about the issuer or the underlying entity that is published

by the person making the offer, the issuer or the underlying entity, which —

does not contain information that materially affects the affairs of the issuer or

underlying entity other than information previously made available in a

prospectus that has been registered by the Authority, an annual report or a

disclosure, notice or report referred to in paragraph (a) or (b); «and

does not refer (directly or indirectly) to the offer or intended offer;

consists solely of a statement made by the person making the offer, the issuer or the

underlying entity that a prospectus or profile statement in respect of the offer or

intended offer has been lodged with the Authority;

is a news report, or a genuine comment, by a person other than any person referred to

in paragraph (f)(i), (ii), (iii) or (iv), in a newspaper, periodical or magazine or on

radio, television or any other means of broadcasting or communication, relating to —

a prospectus or profile statement that has been lodged with the Authority or

information contained in such a prospectus or profile statement;

a disclosure, notice or report referred to in paragraph (a);

a notice, report, presentation, general meeting or proposed general meeting

referred to in paragraph (b);

a report referred to in paragraph (c);

is a report about the «securities which are the subject of the offer or intended offer,

published by someone who is not —

the person making the offer, the issuer or the underlying entity;

a director or an equivalent person of the person making the offer, the issuer

or the underlying entity;

a person who has an interest in the success of the issue or sale of the

«securities; or

a person acting at the instigation of, or by arrangement with, any person

referred to in sub-paragraph (i), (ii) or (iii);

is a disclosure, notice, report or publication of a description prescribed by the

Authority, «and such other conditions as the Authority may prescribe are satisfied; or

is a publication made by the person making the offer, the issuer or the underlying

entity solely to correct or provide clarification on any erroneous or inaccurate

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(i)

(ii)

(i)

(ii)

(a)

(b)

information or comment contained in —

an earlier news report or a genuine comment referred to in paragraph (e); or

an earlier publication published in the ordinary course of business of

publishing a newspaper, periodical or magazine, or of broadcasting by radio,

television or any other means of broadcasting or communication, referred to

in subsection (10),

provided that the first-mentioned publication does not contain any material

information that is not included in the prospectus.

(10)  A person does not contravene subsection (1) if —

he publishes any advertisement or publication in the ordinary course of a business

of —

publishing a newspaper, periodical or magazine; or

broadcasting by radio, television, or any other means of broadcasting or

communication; «and

he did not know «and had no reason to suspect that its publication would constitute a

contravention of subsection (1).

(11)    Subsection (9)(e) «and (f) shall not apply to an advertisement or statement if any

person gives consideration or any other benefit for the publication of the advertisement or

statement.

(12)  Any person who contravenes subsection (1) or who knowingly authorised or permitted

the publication or dissemination in contravention of subsection (1) shall be guilty of an offence

«and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a

term not exceeding 12 months or to both «and, in the case of a continuing offence, to a further

fine not exceeding $5,000 for every day or part thereof during which the offence continues after

conviction.

(13)  This section does not affect any liability that a person has under any other law.

(14)  The Authority may exempt any person or class of persons from this section, subject to

such conditions or restrictions as may be determined by the Authority.

(15)    Any person who contravenes any of the conditions or restrictions imposed under

subsection (14) 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.

(16)    For the purposes of this section, any reference to publishing a statement shall be

construed as including a reference to making a statement, whether oral or written, which is

reasonably likely to be published.

(17)  For the purposes of subsections (1) «and (2), any reference to a statement shall include

a reference to any information presented, regardless of whether such information is in text or

otherwise.

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(a)

(b)

(a)

(b)

(a)

(b)

(i)

(ii)

(c)

(18)  For the purposes of subsection (2)(ii), the reference to affairs of the entity shall —

in the case where the entity is a corporation, be construed as including a reference to

the matters referred to in section 2(2); «and

in any other case, be construed as a reference to such matters as may be prescribed by

the Authority.

(19)    For the purposes of subsection (9)(c)(i), the reference to affairs of the issuer or

underlying entity shall —

in the case where the issuer or underlying entity is a corporation, be construed as

including a reference to the matters referred to in section 2(2); «and

in any other case, be construed as a reference to such matters as may be prescribed by

the Authority.

[Companies, s. 48; Aust. Corporations 2001, s. 734]

Per sons liable on pr ospectus or pr ofile statement to inform per son making offer about

certain deficiencies

252.—(1)  A person referred to in section 254(3) (other than paragraph (a)) shall notify in

writing the person making the offer of securities, as soon as practicable, if he becomes aware at

any time after the prospectus or profile statement is registered by the Authority but before the

close of the offer that —

a statement in the prospectus or the profile statement is false or misleading;

there is an omission to state any information required to be included in the prospectus

under section 243 or there is an omission to state any information required to be

included in the profile statement under section 246, as the case may be; or

a new circumstance —

has arisen since the prospectus or the profile statement was lodged with the

Authority; and

would have been required to be included in the prospectus under section 243,

or required to be included in the profile statement under section 246, as the

case may be, if it had arisen before the prospectus or the profile statement

was lodged with the Authority,

and the failure to so notify would have been materially adverse from the point of view of an

investor.

(2)  Any person who contravenes subsection (1) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $50,000.

(3)    For the purposes of subsection (1)(a), any reference to a statement shall include a

reference to any information presented, regardless of whether such information is in text or

otherwise.

[Companies, s. 55A; Aust. Corporations 2001, s. 730]

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(i)

(ii)

(a)

(b)

(i)

(ii)

(c)

(a)

(i)

(ii)

(b)

(c)

Criminal liability for false or misleading statements

253.—(1)  Where an offer of securities is made in or accompanied by a prospectus or profile

statement, or, in the case of an offer referred to in section 280, where a prospectus or profile

statement is prepared and issued in relation to the offer, and —

a false or misleading statement is contained in —

the prospectus or the profile statement; or

any application form for the securities;

there is an omission to state any information required to be included in the prospectus

under section 243 or there is an omission to state any information required to be

included in the profile statement under section 246, as the case may be; or

there is an omission to state a new circumstance that —

has arisen since the prospectus or the profile statement was lodged with the

Authority; and

would have been required to be included in the prospectus under section 243,

or required to be included in the profile statement under section 246, as the

case may be, if it had arisen before the prospectus or the profile statement

was lodged with the Authority,

the persons referred to in subsection (4) shall be guilty of an offence even if such persons,

unless otherwise specified, were not involved in the making of the false or misleading statement

or the omission, and shall be liable on conviction to a fine not exceeding $150,000 or to

imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing

offence, to a further fine not exceeding $15,000 for every day or part thereof during which the

offence continues after conviction.

(2)  For the purposes of subsection (1), a false or misleading statement about a future matter

(including the doing of, or the refusal to do, an act) is taken to have been made if a person made

the statement without having reasonable grounds for making the statement.

(3)  A person shall not be taken to have contravened subsection (1) if the false or misleading

statement, or the omission to state any information or new circumstance, is not materially

adverse from the point of view of the investor.

(4)  The persons guilty of the offence are —

the person making the offer;

where the person making the offer is an entity —

each director or equivalent person of the entity; and

if the entity is also the issuer, each person who is, and who has consented to

be, named in the prospectus or profile statement as a proposed director or an

equivalent person of the entity;

where the issuer is controlled by the person making the offer, one or more of the

related parties of the person making the offer, or the person making the offer and one

or more of his related parties —

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(i)

(ii)

(iii)

(i)

(ii)

(iii)

(d)

(i)

(ii)

(iii)

(e)

(i)

(ii)

(f)

(g)

(i)

(a)

the issuer;

each director or equivalent person of the issuer; and

each person who is, and who has consented to be, named in the prospectus or

profile statement as a proposed director or an equivalent person of the issuer;

an issue manager to the offer of the securities who is, and who has consented to be,

named in the prospectus or profile statement, if —

he intentionally or recklessly makes the false or misleading statement or

omits to state the information or circumstance;

knowing that the statement in the prospectus or profile statement is false or

misleading or that the information or circumstance has been omitted, he fails

to take such remedial action as is appropriate in the circumstances without

delay; or

he is reckless as to whether the statement is false or misleading or whether

the information or circumstance has been included;

an underwriter (but not a sub-underwriter) to the issue or sale of the securities who is,

and who has consented to be, named in the prospectus or profile statement, if —

he intentionally or recklessly makes the false or misleading statement or

omits to state the information or circumstance;

knowing that the statement is false or misleading or that the information or

circumstance has been omitted, he fails to take such remedial action as is

appropriate in the circumstances without delay; or

he is reckless as to whether the statement is false or misleading or whether

the information or circumstance has been included;

a person named in the prospectus or the profile statement with his consent as having

made —

the statement that is false or misleading, if he intentionally or recklessly

makes that statement; or

a statement on which the false or misleading statement is based, if he knows

that the second-mentioned statement is false or misleading and fails to take

immediate steps to withdraw his consent,

but only in respect of the inclusion of the false or misleading statement; and

any other person who intentionally or recklessly makes the false or misleading

statement, or omits to state the information or circumstance, as the case may be, but

only in respect of the inclusion of the statement or the omission to state the

information or circumstance, as the case may be.

(5)  For the purposes of subsection (4) and this subsection —

remedial action includes any of the following:

preventing the statement from being included, or having the information or

circumstance included, in the prospectus or profile statement, as the case

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(ii)

(i)

(ii)

(b)

(i)

(ii)

(a)

(b)

(i)

(ii)

(c)

may be;

procuring the lodgment of a supplementary or replacement prospectus under

section 241; and

a person is reckless as to the matter referred to in subsection (4)(d)(iii) or (e)(iii) if,

having been put upon inquiry that the statement to be, or which has been, included in

the prospectus or profile statement is likely to be false or misleading, that the

information or circumstance is likely to be required to be included in that document,

or that there is likely to be an omission to state the information or circumstance in

that document, he fails to —

make all inquiries as are reasonable in the circumstances to verify this; and

take such remedial action as is appropriate in the circumstances without

delay, if such action is warranted by the outcome of the inquiries.

(6)  For the purposes of this section, any reference to a statement shall include a reference to

any information presented, regardless of whether such information is in text or otherwise.

[Companies, s. 56; Aust. Corporations 2001, s. 728]

Civil liability for false or misleading statements

254.—(1)  Where an offer of securities is made in or accompanied by a prospectus or profile

statement, or, in the case of an offer referred to in section 280, where a prospectus or profile

statement is prepared and issued in relation to the offer, and —

a false or misleading statement is contained in —

the prospectus or the profile statement; or

any application form for the securities;

there is an omission to state any information required to be included in the prospectus

under section 243 or there is an omission to state any information required to be

included in the profile statement under section 246, as the case may be; or

there is an omission to state a new circumstance that —

has arisen since the prospectus or the profile statement was lodged with the

Authority; and

would have been required by section 243 to be included in the prospectus, or

required to be included in the profile statement under section 246, as the case

may be, if it had arisen before the prospectus or the profile statement was

lodged with the Authority,

the persons referred to in subsection (3) shall be liable to compensate any person who suffers

loss or damage as a result of the false or misleading statement in or omission from the

prospectus or the profile statement, even if such persons, unless otherwise specified, were not

involved in the making of the false or misleading statement or the omission.

(2)  For the purposes of subsection (1), a false or misleading statement about a future matter

(including the doing of, or the refusal to do, an act) is taken to have been made if a person

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(a)

(i)

(ii)

(b)

(i)

(ii)

(iii)

(c)

(d)

(da)

(i)

(ii)

(e)

(f)

makes the statement without having reasonable grounds for making the statement.

(3)  The persons liable are —

the person making the offer;

where the person making the offer is an entity —

each director or equivalent person of the entity; and

if the entity is also the issuer, each person who is, and who has consented to

be, named in the prospectus or profile statement as a proposed director or an

equivalent person of the entity;

where the issuer is controlled by the person making the offer, one or more of the

related parties of the person making the offer, or the person making the offer and one

or more of his related parties —

the issuer;

each director or equivalent person of the issuer; and

each person who is, and who has consented to be, named in the prospectus or

the profile statement as a proposed director or an equivalent person of the

issuer;

an issue manager to the offer of the securities who is, and who has consented to be,

named in the prospectus or the profile statement;

an underwriter (but not a sub-underwriter) to the issue or sale of the securities who is,

and who has consented to be, named in the prospectus or the profile statement;

a person named in the prospectus or the profile statement with his consent as having

made a statement —

that is included in the prospectus or the profile statement; or

on which a statement made in the prospectus or the profile statement is

based,

but only in respect of the inclusion of that statement; and

any other person who made the false or misleading statement or omitted to state the

information or circumstance, as the case may be, but only in respect of the inclusion

of the statement or the omission to state the information or circumstance.

(4)  A person who acquires securities as a result of an offer that was made in or accompanied

by a profile statement is taken to have acquired the securities in reliance on both the profile

statement and the prospectus for the offer.

(4A)  For the purposes of this section, any reference to a statement shall include a reference

to any information presented, regardless of whether such information is in text or otherwise.

(5)  No action under subsection (1) shall be commenced after the expiration of 6 years from

the date on which the cause of action arose.

(6)  This section does not affect any liability that a person has under any other law.

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(a)

(b)

(a)

(b)

(i)

(ii)

(a)

(b)

(a)

(b)

(c)

[Companies, s. 55; Aust. Corporations 2001, s. 728]

Defences

255.—(1)    A person referred to in section 253(4)(a), (b) or (c) is not liable under

section 253(1), and a person referred to in section 254(3) is not liable under section 254(1), only

because of a false or misleading statement in a prospectus or a profile statement if the person

proves that he —

made all inquiries (if any) that were reasonable in the circumstances; and

after doing so, believed on reasonable grounds that the statement was not false or

misleading.

(2)  A person referred to in section 253(4)(a), (b) or (c) is not liable under section 253(1), and

a person referred to in section 254(3) is not liable under section 254(1), only because of an

omission from a prospectus or a profile statement in relation to a particular matter if the person

proves that he —

made all inquiries (if any) that were reasonable in the circumstances; and

after doing so, believed on reasonable grounds that there was no omission from the

prospectus or profile statement in relation to that matter.

(3)    A person is not liable under section 253(1) or 254(1) only because of a false or

misleading statement in, or an omission from, a prospectus or a profile statement if the person

proves that he placed reasonable reliance on information given to him by —

if the person is an entity, someone other than —

a director or an equivalent person; or

an employee or agent,

of the entity; or

if the person is an individual, someone other than an employee or agent of the

individual.

(4)  For the purposes of subsection (3), a person is not the agent of an entity or individual

merely because he performs a particular professional or advisory function for the entity or

individual.

(5)  A person who is named in a prospectus or a profile statement as —

a proposed director or an equivalent person of the issuer, or an issue manager or

underwriter;

having made a statement included in the prospectus or the profile statement; or

having made a statement on the basis of which a statement is included in the

prospectus or the profile statement,

is not liable under section 253(1) or 254(1) only because of a false or misleading statement in,

or an omission from, the prospectus or the profile statement if the person proves that he publicly

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(a)

(b)

(a)

(b)

(a)

(b)

withdrew his consent to being named in the prospectus or the profile statement in that way.

(6)  A person is not liable under section 253(1) or 254(1) only because of a new circumstance

that has arisen since the prospectus or the profile statement was lodged with the Authority if the

person proves that he was not aware of the matter.

(7)  For the purposes of this section, any reference to a statement shall include a reference to

any information presented, regardless of whether such information is in text or otherwise.

[Companies, s. 55B; Aust. Corporations 2001, s. 731, s. 732 and s. 733]

256.  [Repealed by Act 1/2005]

Document containing offer of securities for sale deemed pr ospectus

257.—(1)  Subsection (2) applies where —

an entity allots or agrees to allot to any person any securities of the entity with a view

to all or any of them being subsequently offered for sale to another person; and

such offer (referred to in this section as a subsequent offer) does not qualify for an

exemption under Subdivision (4) of this Division (other than section 280).

(2)  Any document by which the subsequent offer is made shall for all purposes be deemed to

be a prospectus issued by the entity, and the entity shall for all purposes be deemed to be the

person making the offer, and all written laws and rules of law as to the contents of prospectuses

and to liability in respect of statements and non-disclosure in prospectuses, or otherwise relating

to prospectuses, shall apply and have effect accordingly as if —

an offer of securities has been made; and

persons accepting the subsequent offer in respect of any securities were subscribers

therefor,

but without prejudice to the liability, if any, of the persons making the subsequent offer, in

respect of statements or non-disclosures in the document or otherwise.

(3)  For the purposes of this Act, it shall, unless the contrary is proved, be sufficient evidence

that an allotment of, or an agreement to allot, securities was made with a view to the securities

being subsequently offered for sale if it is shown —

that an offer of the securities or of any of them for sale was made within 6 months

after the allotment or agreement to allot; or

that at the date when the offer was made the whole consideration to be received by

the entity in respect of the securities had not been so received.

(4)    The requirements of this Division as to prospectuses shall have effect as though the

persons making the subsequent offer were persons named in the prospectus as directors or

equivalent persons of the entity.

(5)   In addition to complying with the other requirements of this Division, the document

making the subsequent offer shall state —

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(a)

(b)

(a)

(b)

(i)

(ii)

the net amount of the consideration received or to be received by the entity in respect

of the securities being offered; and

the place and time at which a copy of the contract under which the securities have

been or are to be allotted may be inspected.

[Companies, s. 52]

Application and moneys to be held in tr ust in separ ate bank account until allotment

258.—(1)    All application and other moneys paid prior to allotment by any applicant on

account of securities offered to him shall, until the allotment of the securities, be held by the

person making the offer of the securities upon trust for the applicant in a separate bank account,

being a bank account that is established and kept by the person solely for the purpose of

depositing the application and other moneys that are paid by applicants for those securities.

(2)  There shall be no obligation or duty on any bank with which any such moneys have been

deposited to enquire into or see to the proper application of those moneys, so long as the bank

acts in good faith.

(3)  Any person who contravenes subsection (1) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not

exceeding 2 years or to both 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.

[Companies, s. 58]

Allotment of securities wher e pr ospectus indicates application to list on securities

exchange

259.—(1)  Where a prospectus states or implies that application has been or will be made for

permission for the securities offered thereby to be listed for quotation on any securities

exchange, and —

the permission is not applied for in the form required by the securities exchange

within 3 days from the date of the issue of the prospectus; or

the permission is not granted before the expiration of 6 weeks from the date of the

issue of the prospectus or such longer period not exceeding 12 weeks from the date of

the issue as is, within those 6 weeks, notified to the applicant by or on behalf of the

securities exchange,

then —

any allotment whenever made of securities made on an application in pursuance of

the prospectus shall, subject to subsection (3), be void; and

any person who continues to allot such securities after the period specified in

paragraph (a) or (b), shall be guilty of an offence and shall be liable on conviction to

a fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or

to both and, in the case of a continuing offence, to a further fine not exceeding

$15,000 for every day or part thereof during which the offence continues after

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(a)

(b)

(a)

(b)

(a)

(b)

conviction.

(2)  Where the permission has not been applied for, or has not been granted as mentioned

under subsection (1), the person making the offer shall, subject to subsection (3), immediately

repay without interest all moneys received from applicants in pursuance of the prospectus, and

if any such moneys is not repaid within 14 days after the person making the offer so becomes

liable to repay them, then —

he shall be liable to repay those moneys with interest at the rate of 10% per annum

from the expiration of such 14 days; and

where the person making the offer is an entity, in addition to the liability of the entity,

the directors or equivalent persons of the entity shall be jointly and severally liable to

repay those moneys with interest at the rate of 10% per annum from the expiration of

such 14 days.

(3)  Where in relation to any securities of an entity —

permission is not applied for as specified in subsection (1)(a); or

permission is not granted as specified in subsection (1)(b),

the Authority may, on the application of the entity made before any of the securities is

purported to be allotted, exempt the allotment of the securities from the provisions of this

section, and the Authority shall give notice of such exemption in the Gazette.

(4)  A director or an equivalent person shall not be liable under subsection (2) if he proves

that the default in the repayment of the money was not due to any misconduct or negligence on

his part.

(5)  Any condition requiring or binding any applicant for securities to waive compliance with

any requirement of this section or purporting to do so shall be void.

(6)  Without limiting the application of any of its provisions, this section shall have effect —

in relation to any securities agreed to be taken by a person underwriting an offer

thereof contained in a prospectus as if he had applied therefor in pursuance of the

prospectus; and

in relation to a prospectus offering securities for sale as if a reference to sale were

substituted for a reference to allotment.

(7)  All moneys received from applicants in pursuance of the prospectus shall be kept in a

separate bank account so long as the person making the offer may become liable to repay it

under subsection (2).

(8)  Any person who contravenes subsection (7) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not

exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not

exceeding $5,000 for every day or part thereof during which the offence continues after

conviction.

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(a)

(i)

(ii)

(b)

(a)

(9)  Where the securities exchange has within the time specified in subsection (1)(b) granted

permission subject to compliance with any requirements specified by the securities exchange,

permission shall be deemed to have been granted by the securities exchange if the directors or

equivalent persons have given to the securities exchange an undertaking in writing to comply

with the requirements of the securities exchange.

(10)  If any such undertaking referred to in subsection (9) is not complied with, each director

or equivalent person who is in default 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.

(11)  A person shall not issue a prospectus inviting persons to subscribe for securities of an

entity if it includes —

a false or misleading statement that permission has been granted for those securities

to be listed for quotation on, dealt in or quoted on any securities exchange; or

any statement in any way referring to any such permission or to any application or

intended application for any such permission, or to listing for quotation, dealing in or

quoting the securities, on any securities exchange, or to any requirement of a

securities exchange, unless —

that statement is or is to the effect that permission has been granted, or that

application has been or will be made to the securities exchange within 3 days

from the date of the issue of the prospectus; or

that statement has been approved by the Authority for inclusion in the

prospectus.

(12)  Any person who contravenes subsection (11) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not

exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not

exceeding $5,000 for every day or part thereof during which the offence continues after

conviction.

(13)  Where a prospectus contains a statement to the effect that the memorandum and articles

or other constituent document or documents of the issuer comply, or have been drawn so as to

comply, with the requirements of any securities exchange, the prospectus shall, unless the

contrary intention appears from the prospectus, be deemed for the purposes of this section to

imply that application has been, or will be, made for permission for the securities to which the

prospectus relates to be listed for quotation on the securities exchange.

[Companies, s. 53]

Pr ohibition of allotment unless minimum subscription r eceived

260.—(1)  No allotment shall be made of any securities of a company unless —

the minimum subscription has been subscribed; and

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(b)

(a)

(b)

(a)

(b)

the sum payable on application for the securities so subscribed has been received by

the company,

but if a cheque for the sum payable has been received by the company, the sum shall be deemed

not to have been received by the company until the cheque is paid by the bank on which it is

drawn.

(2)  The minimum subscription shall —

be calculated based on the price at which each share or debenture, or each unit of

share or debenture, is or will be offered; and

be reckoned exclusively of any amount payable otherwise than in cash.

(3)  The amount payable on application on each share or debenture, or each unit of share or

debenture, offered shall not be less than 5% of the price at which the share or debenture, or unit

of share or debenture, is or will be offered.

(4)  If the conditions referred to in subsection (1)(a) and (b) have not been satisfied on the

expiration of 4 months after the first issue of the prospectus, all moneys received from

applicants for securities shall be immediately repaid to them without interest.

(5)  If any money referred to in subsection (4) is not repaid within 5 months after the issue of

the prospectus, the directors of the company shall be jointly and severally liable to repay that

money with interest at the rate of 10% per annum from the expiration of the period of 5 months;

but a director shall not be so liable if he proves that the default in the repayment of the money

was not due to any misconduct or negligence on his part.

(6)  An allotment made by a company to an applicant in contravention of this section shall be

voidable at the option of the applicant which option may be exercised by written notice served

on the company —

within one month after the holding of the statutory meeting of the company and not

later; or

in any case where the company is not required to hold a statutory meeting, or where

the allotment is made after the holding of the statutory meeting, within one month

after the date of the allotment and not later,

and the allotment shall be so voidable notwithstanding that the company is in the course of

being wound up.

(7)  Every director of a company who knowingly contravenes or permits or authorises the

contravention of any of the provisions of this section shall be guilty of an offence and shall be

liable in addition to the penalty or punishment for the offence to compensate the company and

the allottee respectively for any loss, damages or costs which the company or the allottee has

sustained or incurred thereby.

(8)    No proceedings for the recovery of any compensation under subsection (7) shall be

commenced after the expiration of 2 years from the date of the allotment.

(9)  Any condition requiring or binding any applicant for securities to waive compliance with

any requirement of this section shall be void.

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(a)

(b)

(a)

(b)

(a)

(b)

[Companies, s. 57]

Subdivision (3) —Debentures

Pr eliminar y pr ovisions

261.—(1)  Subject to subsection (1A), this Subdivision shall apply where an entity makes an

offer of debentures.

(1A)  Sections 268, 269 and 270 shall not apply if the borrowing entity is a prescribed entity.

(1B)  In subsections (1A) and (1C), “prescribed entity” means —

any bank licensed under the Banking Act (Cap. 19); or

any entity or entity of a class which has been declared by the Authority, by order

published in the Gazette, to be a prescribed entity for the purposes of this section.

(1C)  The Authority may, by notice in writing —

impose such conditions or restrictions on a prescribed entity as it thinks fit; and

at any time vary or revoke any condition or restriction so imposed,

and the prescribed entity shall comply with every such condition or restriction imposed on it by

the Authority that has not been revoked by the Authority.

(1D)    Any person who contravenes any condition or restriction imposed under

subsection (1C)(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.

(2)  [Deleted by Act 1/2005]

(3)  In this Subdivision, a corporation is related to another corporation if it is deemed to be

related to that other corporation by virtue of section 6 of the Companies Act (Cap. 50).

Offer of asset-backed securities

262.—(1)  An offer of asset-backed securities shall be made only if they are issued by —

a special purpose vehicle other than a trust; or

the trustee of a trust that is a special purpose vehicle.

(2)  The Authority may exempt any person or class of persons from this section, subject to

such conditions or restrictions as may be determined by the Authority.

(3)  In this section —

“asset-backed securities” means debentures or units of debentures issued pursuant to a

securitisation transaction;

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(a)

(b)

(a)

(b)

(a)

(b)

(c)

“securitisation transaction” means an arrangement that involves the sale, transfer or

assignment of assets to a special purpose vehicle where —

such sale, transfer or assignment is funded by the issue of debentures or units of

debentures (whether by that special purpose vehicle or another special purpose

vehicle); and

payments in respect of such debentures or units of debentures are or will be

principally derived, directly or indirectly, from the cash flows generated by the

assets;

“special purpose vehicle” means an entity that is established solely in order to, or a trust

that is established solely in order for its trustee to, do either or both of the following:

hold (whether as a legal or equitable owner) the assets from which payments to

holders of any asset-backed securities are or will be primarily derived;

issue any asset-backed securities.

263.  [Repealed by Act 16/2003]

264.  [Repealed by Act 16/2003]

Power of court in r elation to certain ir r edeemable debentur es

265.—(1)    Notwithstanding anything in any debenture or trust deed, the security for any

debentures which are irredeemable or redeemable only on the happening of a contingency shall,

if the court so orders, be enforceable, immediately or at such other time as the court directs if,

on the application of the trustee for the holders of the debentures or (where there is no trustee)

on the application of any holder of the debentures, the court is satisfied that —

at the time of the issue of the debentures the assets of the borrowing entity which

constituted or were intended to constitute the security therefor were sufficient or

likely to become sufficient to discharge the principal debt and any interest thereon;

the security, if realised under the circumstances existing at the time of the

application, would be likely to bring not more than 60% of the principal sum of

moneys outstanding (regard being had to all prior charges and charges ranking pari

passu if any); and

the assets covered by the security, on a fair valuation on the basis of a going concern

after allowing a reasonable amount for depreciation are worth less than the principal

sum and the borrowing entity is not making sufficient profit to pay the interest due on

the principal sum or (where no definite rate of interest is payable) interest thereon at

such rate as the court considers would be a fair rate to expect from a similar

investment.

(2)  Subsection (1) shall not affect any power to vary rights or accept any compromise or

arrangement created by the terms of the debentures or the relevant trust deed or under a

compromise or arrangement between the borrowing entity and creditors.

[Companies, s. 100]

Duties of tr ustees

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(a)

(b)

(c)

(d)

(a)

(b)

(a)

(b)

(a)

266.—(1)  A trustee for the holders of debentures shall —

at all times exercise due diligence and vigilance in carrying out its functions and

duties, and in safeguarding the rights and interests of the holders of debentures;

ensure that it has the ability and powers to perform all of its duties as set out in the

trust deed;

ensure that any trustee appointed for the holders of any collateral upon which the

debentures are secured is subject to duties that are at least equivalent to those

imposed under paragraphs (a) and (b); and

comply with such other requirements as may be prescribed by the Authority by

regulations made under section 341, or as may be imposed by the Authority in

respect of any particular offer or transaction relating to the debentures.

(2)  Where, after due inquiry, the trustee for the holders of debentures at any time is of the

opinion that the assets of the borrowing entity and of any of its guarantor entities which are or

should be available whether by way of security or otherwise, are insufficient, or likely to

become insufficient, to discharge the principal debt as and when it becomes due, the trustee

may apply to the Authority for an order under this subsection.

(3)  The Authority, on such application —

after giving the borrowing entity an opportunity of making representations in relation

to that application, by order in writing served on the entity at its registered office in

Singapore, may impose such restrictions on the activities of the borrowing entity,

including restrictions on advertising for deposits or loans and on borrowing by the

entity as the Authority thinks necessary for the protection of the interests of the

holders of the debentures; or

may, and if the borrowing entity so requires, shall direct the trustee to apply to the

court for an order under subsection (5); and the trustee shall apply accordingly.

(4)  Where —

after due inquiry, the trustee at any time is of the opinion that the assets of the

borrowing entity and of any of its guarantor entities which are or should be available,

whether by way of security or otherwise, are insufficient or likely to become

insufficient, to discharge the principal debt as and when it becomes due; or

the borrowing entity has contravened an order made by the Authority under

subsection (2),

the trustee may, and where the borrowing entity has requested the trustee to do so, shall apply to

the court for an order under subsection (5).

(5)  Where an application is made to the court under subsection (3) or (4), the court may,

after giving the borrowing entity an opportunity to be heard, by order, do all or any of the

following things:

direct the trustee to convene a meeting of the holders of the debentures for the

purpose of placing before them such information relating to their interests and such

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(b)

(c)

(d)

(e)

(a)

(b)

(a)

(b)

proposals for the protection of their interests as the trustee considers necessary or

appropriate, and of obtaining their directions in relation thereto and give such

directions in relation to the conduct of the meeting as the court thinks fit;

stay all or any actions or proceedings before any court by or against the borrowing

entity;

restrain the payment of any moneys by the borrowing entity to the holders of

debentures of the borrowing entity or to any class of such holders;

appoint a receiver of such of the property as constitutes the security, if any, for the

debentures;

give such further directions from time to time as may be necessary to protect the

interests of the holders of the debentures, the members of the borrowing entity or any

of its guarantor entities or the public,

but in making any such order the court shall have regard to the rights of all creditors of the

borrowing entity.

(6)  The court may vary or rescind any order made under subsection (5) as the court thinks

fit.

(7)  A trustee in making any application to the Authority or to the court shall have regard to

the nature and kind of the security given when the offer of the debentures was made, and if no

security was given shall have regard to the position of the holders of the debentures as

unsecured creditors of the borrowing entity.

(8)    A trustee may rely upon any certificate or report given or statement made by any

advocate and solicitor, auditor or officer of the borrowing entity or guarantor entity if it has

reasonable grounds for believing that such advocate and solicitor, auditor or officer was

competent to give or make the certificate, report or statement.

[Companies, s. 101]

Power s of tr ustee to apply to court for dir ections, etc.

267.—(1)  A trustee for the holders of debentures may apply to the court —

for directions in relation to any matter arising in connection with the performance of

the functions of the trustee; or

to determine any question in relation to the interests of the holders of debentures.

(2)  The court may —

give such directions to the trustee as the court thinks fit; and

if satisfied that the determination of the question will be just and beneficial, accede

wholly or partially to any such application on such terms and conditions as the court

thinks fit or make such other order on the application as the court thinks just.

(3)  The court may, on an application under this section, order a meeting of all or any of the

holders of debentures to be called to consider any matters in which they are concerned and to

advise the trustee on those matters and may give such ancillary or consequential directions as

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(a)

(b)

(a)

(b)

(c)

(d)

(e)

the court thinks fit.

(4)  The meeting shall be held and conducted in such manner as the court directs, under the

chairmanship of a person nominated by the trustee or such other person as the meeting appoints.

[Companies, s. 102]

Right of Authority, securities exchange and holder s of debentur es to apply to court for

or der

267A.  Without prejudice to any other right of action or remedy in any written law or rule of

law, a holder of debentures, the Authority or a securities exchange (in a case where the

debentures are quoted or listed for quotation on that securities exchange) may apply to the court

for an order to compel the trustee for the holders of such debentures to perform his duties as set

out in the trust deed relating to those debentures, and the court may either make the order on

such terms as it considers appropriate, or dismiss the application.

Obligations of bor r owing entity

268.—(1)  Where there is a trustee for the holders of any debentures of a borrowing entity,

the directors or equivalent persons of the borrowing entity shall —

at the end of a period not exceeding 3 months ending on a day (being a day after the

date of the issue of the relevant prospectus) which the trustee is hereby required to

notify the borrowing entity in writing; and

at the end of each succeeding period thereafter, being a period of 3 months or such

shorter time as the trustee may, in any special circumstances allow,

prepare a report that relates to that period and complies with the requirements of subsection (2)

and within one month after the end of each such period lodge a copy of the report relating to

that period with the Authority and with the trustee.

(2)  The report referred to in subsection (1) shall be signed by not less than 2 of the directors

or equivalent persons on behalf of all of them and shall set out in detail any matters adversely

affecting the security or the interests of the holders of the debentures and, without affecting the

generality of subsection (1), shall state —

whether or not the limitations on the amount that the entity may borrow have been

exceeded;

whether or not the borrowing entity and each of its guarantor entities have observed

and performed all the covenants and provisions binding upon them respectively by or

pursuant to the debentures or any trust deed;

whether or not any event has happened which has caused or could cause the

debentures or any provision of the relevant trust deed to become enforceable and, if

so, particulars of that event;

whether or not any circumstances affecting the borrowing entity, its subsidiaries or its

guarantor entities or any of them have occurred which materially affect any security

or charge included in or created by the debentures or any trust deed and, if so,

particulars of those circumstances;

whether or not there has been any substantial change in the nature of the business of

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(i)

(ii)

(f)

(a)

(b)

(a)

(b)

the borrowing entity or any of its subsidiaries or any of its guarantor entities since the

debentures were first issued which has not previously been reported upon as required

by this section and, if so, particulars of that change; and

where the borrowing entity has deposited money with or lent money to or assumed

any liability of a corporation which is related to the borrowing entity, particulars

of —

the total amounts so deposited or lent and the extent of any liability so

assumed during the period covered by the report; and

the total amounts owing to the borrowing entity in respect of money so

deposited or lent and the extent of any liability so assumed as at the end of

the period covered by the report,

distinguishing between deposits, loans and assumptions of liabilities which are

secured and those which are unsecured, but not including any deposit with or loan to

or any liability assumed on behalf of a corporation if that corporation has guaranteed

the repayment of the debentures of the borrowing entity and has secured the

guarantee by a charge over its assets in favour of the trustee for the holders of the

debentures of the borrowing entity.

(3)  Any person who fails to comply with 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.

(4)  Where there is a trustee for the holders of any debentures issued by a borrowing entity,

the borrowing entity and each of its guarantor entities which has guaranteed the repayment of

the moneys raised by the issue of those debentures shall, whether or not any demand therefor

has been made —

in writing furnish the trustee, within 21 days after the creation of the charge, with the

particulars of any charge created by the entity or the guarantor entity, as the case

requires; and

when the amount to be advanced on the security of the charge is indeterminate, in

writing furnish the trustee, within 7 days after the advance, with particulars of the

amount or amounts in fact advanced.

(5)  Where any such advance referred to in subsection (4)(b) is merged in a current account

with bankers or trade creditors, it shall be sufficient for particulars of the net amount

outstanding in respect of any such advance to be furnished every 3 months.

(6)   The directors or equivalent persons of every borrowing entity and of every guarantor

entity shall cause to be made out and lodged with the Authority and with the trustee for the

holders of the debentures, if any —

a profit and loss account for the first 6 months of every financial year of the entity

and a balance-sheet as at the end of that period, not later than 3 months after the

expiration of the period of 6 months; and

a profit and loss account for every financial year of the entity and a balance-sheet as

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(a)

(b)

(a)

(b)

at the end of that period, not later than 5 months after the expiration of that financial

year.

(7)  Any person who fails to comply with subsection (6) shall be guilty of an offence and

shall be liable on conviction to a fine not exceeding $15,000 and, in the case of a continuing

offence, to a further fine not exceeding $1,000 for every day or part thereof during which the

offence continues after conviction.

(8)  Sections 201(8), (9) and (10) and (12) to (16) and 207(1), (2) and (7) of the Companies

Act (Cap. 50) shall, with such adaptations as are necessary, be applicable to every profit and

loss account and balance-sheet made out and lodged under subsection (6) as if that profit and

loss account and balance-sheet were financial statements referred to in those sections.

(9)  Where —

the directors or equivalent persons of a borrowing entity do not lodge with the trustee

for the holders of debentures a report as required by subsection (1); or

the directors or equivalent persons of a borrowing entity or the directors of a

guarantor entity do not lodge with the trustee the balance-sheets and profit and loss

accounts as required by subsection (6) within the time prescribed,

the trustee shall immediately lodge notice of that fact with the Authority.

(10)  Notwithstanding anything in subsection (8) —

a profit and loss account and balance-sheet of a borrowing entity or its guarantor

entity required to be made out and lodged in accordance with subsection (6)(a) need

not be audited; and

a profit and loss account and balance-sheet of a borrowing entity or its guarantor

entity required to be made out and lodged in accordance with subsection (6)(b) need

not be audited, or the audit thereof may be of a limited nature or extent, if the trustee

for the holders of the debentures of the borrowing entity has, by notice in writing,

consented to the audit being dispensed with or being of a limited nature or extent, as

the case may be.

(11)  Where the trustee has by notice in writing given his consent under subsection (10), the

directors or equivalent persons of the borrowing entity, or the directors or equivalent persons of

the guarantor entity, in respect of whose profit and loss account and balance-sheet the notice

was given, shall lodge with the Authority a copy of the notice at the time when the profit and

loss account and balance-sheet to which the notice relates are lodged with the Authority.

(12)  Notwithstanding anything in this section, a profit and loss account and balance-sheet of

a borrowing entity or its guarantor entity required to be made out and lodged in accordance with

subsection (6) may, unless the trustee for the holders of the debentures of the borrowing entity

otherwise requires in writing, be based upon the value of the stock in trade of the borrowing

entity or the guarantor entity, as the case may be, as reasonably estimated by the directors or

equivalent persons of the borrowing entity or guarantor entity.

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(a)

(b)

(13)  The estimation of the directors or equivalent persons referred to in subsection (12) shall

be made on the basis of the values of such stock in trade as adopted for the purpose of the profit

and loss account and balance-sheet of that entity laid before the entity at its last preceding

annual general meeting and certified in writing by the directors or equivalent persons as such.

[Companies, s. 103]

Obligation of guar antor entity to fur nish information

269.—(1)  For the purpose of the preparation of a report that, by this Subdivision, is required

to be signed by or on behalf of the directors or equivalent persons, or persons approved by the

Authority, of a borrowing entity or any of them, that borrowing entity may, by notice in writing,

require any of its guarantor entities to furnish it with any information relating to that guarantor

entity which is, by this Subdivision, required to be contained in that report.

(2)   The guarantor entity shall furnish the borrowing entity with the information required

under subsection (1) before such date, being a date not earlier than 14 days after the notice is

given, as may be specified in that behalf in the notice.

(3)  A guarantor entity which fails to comply with a requirement contained in a notice given

under subsection (1) and every officer or equivalent person of that entity who is in default 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.

[Companies, s. 104]

Loans and deposits to be immediately r epayable on certain events

270.—(1)    Where there is, in any prospectus issued in connection with an offer of

debentures, a statement as to any particular purpose or project for which the moneys received

by the borrowing entity in response to the offer are to be applied, the borrowing entity shall,

where there is a trustee for the holders of those debentures, from time to time make reports to

the trustee as to the progress that has been made towards achieving such purpose or completing

such project.

(2)  Each such report shall be included in the report required to be furnished to the trustee for

the holders of the debentures under section 268(1).

(3)   When it appears to the trustee for the holders of the debentures that such purpose or

project has not been achieved or completed —

within the time stated in the prospectus within which the purpose or project is to be

achieved or completed; or

where no such time was stated, within a reasonable time,

the trustee may and, if in his opinion it is necessary for the protection of the interests of the

holders of the debentures, shall give notice in writing to the borrowing entity requiring it to

repay the moneys so received by the borrowing entity and, within one month after such notice is

given, lodge with the Authority a copy thereof.

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(a)

(b)

(c)

(a)

(i)

(ii)

(b)

(a)

(b)

(4)  The trustee shall not give notice under subsection (3) if he is satisfied —

that the purpose or project has been substantially achieved or completed;

that the interests of the holders of debentures have not been materially prejudiced by

the failure to achieve or complete the purpose or project within the time stated in the

prospectus or within a reasonable time; or

that the failure to achieve the purpose or project was due to circumstances beyond the

control of the borrowing entity that could not reasonably have been foreseen by the

borrowing entity at the time that the prospectus was issued.

(5)    Upon receipt by the borrowing entity of a notice referred to in subsection (3), the

borrowing entity shall be liable to repay, and on demand in writing by a person entitled thereto

shall immediately repay to him any moneys owing to him as the result of a loan or deposit made

in response to the offer unless —

before the moneys were accepted by the borrowing entity, the borrowing entity had

given notice in writing to the persons from whom the moneys were received

specifying the purpose or project for which the moneys would in fact be used and the

moneys were accepted by the borrowing entity accordingly; or

the borrowing entity by notice in writing served on the holders of the debentures —

had specified the purpose or project for which the moneys would in fact be

applied by the borrowing entity; and

had offered to repay the moneys to the holders of the debentures, and that

person had not within 14 days after the receipt of the notice, or such longer

time as was specified in the notice, in writing demanded from the borrowing

entity repayment of the money.

(6)  Where the borrowing entity has given a notice in writing as provided in subsection (5),

specifying the purpose or project for which the moneys will in fact be applied by the borrowing

entity, this section shall apply and have effect as if the purpose or project so specified in the

notice was the particular purpose or project specified in the prospectus as the purpose or project

for which the moneys were to be applied.

[Companies, s. 105]

Liability of tr ustees for debentur e holder s

271.—(1)    Subject to this section, any provision contained in a trust deed relating to or

securing an issue of debentures, or in any contract with the holders of debentures secured by a

trust deed, shall be void in so far as it would have the effect of exempting a trustee thereof from

or indemnifying him against liability for breach of trust where he fails to show the degree of

care and diligence required of him as trustee.

(2)  Subsection (1) shall not invalidate —

any release otherwise validly given in respect of anything done or omitted to be done

by a trustee before the giving of the release; or

any provision enabling such a release to be given —

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(i)

(ii)

(a)

(b)

(a)

(b)

(i)

(ii)

(a)

(i)

(b)

on the agreement thereto of a majority of not less than three fourths in

nominal value of the debenture holders present and voting in person or,

where proxies are permitted, by proxy at a meeting summoned for the

purpose; and

either with respect to specific acts or omissions or on the dissolution of the

trustee or on his ceasing to act.

(3)  Subsection (1) shall not operate —

to invalidate any provision in force on 29th December 1967 so long as any trustee

then entitled to the benefit of that provision remains a trustee of the deed in question;

or

to deprive any trustee of any exemption or right to be indemnified in respect of

anything done or omitted to be done by the trustee while any such provision was in

force.

[Companies, s. 106]

Subdivision (4) —Exemptions

Issue or tr ansfer of securities for no consider ation

272.—(1)  Subdivisions (2) and (3) of this Division (other than section 257) shall not apply

to an offer of shares or debentures of an entity if no consideration is or will be given for the

issue or transfer of the shares or debentures.

(2)  Subdivisions (2) and (3) of this Division (other than section 257) shall not apply to an

offer of units of shares or debentures of an entity if —

no consideration is or will be given for the issue or transfer of the units of shares or

debentures; and

no consideration is or will be given for the underlying shares or debentures on the

exercise or conversion of the units of shares or debentures.

Small offer s

272A.—(1)    Subdivisions (2) «and (3) of this Division (other than section 257) shall not

apply to personal offers of «securities of an entity by a person if —

the total amount raised by the person from such offers within any period of 12

months does not exceed —

$5 million (or its equivalent in a foreign currency); or

such other amount as may be prescribed by the Authority in substitution for

the amount specified in sub-paragraph (i);

in respect of each offer, the person making the offer gives the person to whom he

makes the offer —

the following statement in writing:

“This offer is made in reliance on the exemption under section 272A(1) of

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(A)

(B)

(C)

(ii)

(c)

(i)

(ii)

(iii)

(d)

(i)

(ii)

(e)

(a)

(i)

(b)

the «Securities «and «Futur es «Act. It is not made in or accompanied by a

prospectus that is registered by the Monetary Authority of Singapore.”; «and

a notification in writing that the «securities to which the offer (referred to in

this sub-paragraph as the initial offer) relates shall not be subsequently sold

to any person, unless the offer resulting in such subsequent sale is made —

in compliance with Subdivisions (2) «and (3) of this Division;

in reliance on subsection (8)(c) or any other exemption under any

provision of this Subdivision (other than this subsection); or

where at least 6 months have elapsed from the date the «securities

were acquired under the initial offer, in reliance on the exemption

under this subsection;

none of the offers is accompanied by an advertisement making an offer or calling

attention to the offer or intended offer;

no selling or promotional expenses are paid or incurred in connection with each offer

other than those incurred for administrative or professional services, or by way of

commission or fee for services rendered by —

the holder of a capital markets services licence to deal in «securities;

an exempt person in respect of dealing in «securities; or

a person who is licensed, approved, authorised or otherwise regulated under

the laws, codes or other requirements of any foreign jurisdiction in respect of

dealing in «securities, or who is exempted therefrom in respect of such

dealing; «and

no prospectus in respect of any of the offers has been registered by the Authority or,

where a prospectus has been registered —

the prospectus has expired pursuant to section 250; or

the person making the offer has before making the offer informed the

Authority by notice in writing of its intent to make the offer in reliance on

the exemption under this subsection.

(2)  For the purposes of subsection (1)(b), where any notice, circular, material, publication or

other document is issued in connection with the offer, the person making the offer is deemed to

have given the statement «and notification to the person to whom he makes the offer in

accordance with that provision if such statement or notification is contained in the first page of

that notice, circular, material, publication or document.

(3)  For the purposes of subsection (1), a personal offer of «securities is one that —

may be accepted only by the person to whom it is made; «and

is made to a person who is likely to be interested in that offer, having regard to —

any previous contact before the date of the offer between the person making

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(ii)

(A)

(B)

(C)

(D)

(E)

(F)

(iii)

(a)

(b)

(c)

(a)

(b)

the offer «and that person;

any previous professional or other connection established before that date

between the person making the offer «and that person; or

any previous indication (whether through statements made or actions carried

out) before that date by that person that indicate to —

the person making the offer;

the holder of a capital markets services licence to deal in

«securities;

an exempt person in respect of dealing in «securities;

a person licensed under the Financial Advisers «Act (Cap. 110) in

respect of the provision of financial advisory services concerning

investment products;

an exempt financial adviser as defined in section 2(1) of the

Financial Advisers «Act; or

a person who is licensed, approved, authorised or otherwise

regulated under the laws, codes or other requirements of any foreign

jurisdiction in respect of dealing in «securities or the provision of

financial advisory services concerning investment products, or who

is exempted therefrom in respect of such dealing or the provision of

such services,

that he is interested in offers of that kind.

(4)  In determining the amount raised by an offer, the following shall be included:

the amount payable for the «securities at the time they are allotted, issued or sold;

if the «securities are issued partly-paid, any amount payable at a future time if a call

is made;

if the «securities carry a right (by whatever name called) to be converted into other

«securities or to acquire other «securities, any amount payable on the exercise of the

right to convert them into, or to acquire, other «securities.

(5)  In determining whether the amount raised by a person from offers within a period of 12

months exceeds the applicable amount specified in subsection (1)(a), each amount raised —

by that person from any offer of «securities issued by the same entity; or

by that person or another person from any offer of «securities of an entity, units or

derivatives of units in a business trust, or units in a collective investment scheme,

which is a closely related offer,

if any, within that period in reliance on the exemption under subsection (1), section 282V(1) or

302B(1) shall be included.

(6)  Whether an offer is a closely related offer under subsection (5) shall be determined by

considering such factors as the Authority may prescribe.

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(a)

(b)

(i)

(A)

(B)

(CA)

(CB)

(CC)

(CD)

(CE)

(CF)

(C)

(ii)

(c)

(7)  For the purpose of this section, an offer of «securities made by a person acting as an

agent of another person shall be treated as an offer made by that other person.

(8)  Where «securities acquired through an offer made in reliance on the exemption under

subsection (1) (referred to in this subsection as an initial offer) are subsequently sold by the

person who acquired the «securities to another person, Subdivisions (2) «and (3) of this

Division shall apply to the offer from the first-mentioned person to the second-mentioned

person which resulted in that sale, unless —

such offer is made in reliance on an exemption under any provision of this

Subdivision (other than this section);

such offer is made in reliance on an exemption under subsection (1) «and at least 6

months have elapsed from the date the «securities were acquired under the initial

offer; or

such offer is one —

that may be accepted only by the person to whom it is made;

that is made to a person who is likely to be interested in the offer having

regard to —

any previous contact before the date of the offer between the person

making the initial offer «and that person;

any previous professional or other connection established before

that date between the person making the initial offer «and that

person; or

any previous indication (whether through statements made or

actions carried out) before that date by that person that indicate

to —

the person making the initial offer;

the holder of a capital markets services licence to deal in

«securities;

an exempt person in respect of dealing in «securities;

a person licensed under the Financial Advisers «Act (Cap.

110) in respect of the provision of financial advisory

services concerning investment products;

an exempt financial adviser as defined in section 2(1) of

the Financial Advisers «Act; or

a person who is licensed, approved, authorised or

otherwise regulated under the laws, codes or other

requirements of any foreign jurisdiction in respect of

dealing in «securities or the provision of financial advisory

services concerning investment products, or who is

exempted therefrom in respect of such dealing or the

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(A)

(BA)

(BB)

(BC)

(B)

(iii)

(iv)

(A)

(B)

(C)

(v)

(a)

(b)

provision of such services,

that he is interested in offers of that kind;

in respect of which the first-mentioned person has given the secondmentioned person —

the following statement in writing:

“This offer is made in reliance on the exemption under

section 272A(8)(c) of the «Securities «and «Futur es «Act. It

is not made in or accompanied by a prospectus that is

registered by the Monetary Authority of Singapore.”; and

a notification in writing that the «securities being offered shall not

be subsequently sold to any person unless the offer resulting in such

subsequent sale is made —

in compliance with Subdivisions (2) «and (3) of this

Division;

in reliance on this subsection or any other exemption under

any provision of this Subdivision (other than

subsection (1)); or

where at least 6 months have elapsed from the date the

«securities were acquired under the initial offer, in reliance

on the exemption under subsection (1);

that is not accompanied by an advertisement making an offer or calling

attention to the offer or intended offer; «and

in respect of which no selling or promotional expenses are paid or incurred in

connection with the offer other than those incurred for administrative or

professional services, or by way of commission or fee for services rendered

by —

the holder of a capital markets services licence to deal in

«securities;

an exempt person in respect of dealing in «securities; or

a person who is licensed, approved, authorised or otherwise

regulated under the laws, codes or other requirements of any foreign

jurisdiction in respect of dealing in «securities, or who is exempted

therefrom in respect of such dealing.

(9)  Subsection (2) shall apply, with the necessary modifications, in relation to the statement

«and notification referred to in subsection (8)(c)(iii).

(10)  In subsections (1)(c) «and (8)(c)(iv), “advertisement” means —

a written or printed communication;

a communication by radio, television or other medium of communication; or

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(c)

(A)

(B)

(i)

(ii)

(iii)

(a)

(b)

(a)

(b)

(i)

(ii)

(iii)

(c)

a communication by means of a recorded telephone message,

that is published in connection with an offer of «securities, but does not include —

a document —

purporting to describe the «securities being offered, or the business «and

affairs of the person making the offer, the issuer or, where applicable, the

underlying entity; «and

purporting to have been prepared for delivery to «and review by persons to

whom the offer is made so as to assist them in making an investment

decision in respect of the «securities being offered;

a publication which consists solely of a disclosure, notice or report required under

this «Act, or any listing rules or other requirements of a «securities exchange,

«futur es exchange or overseas «securities exchange, which is made by any person;

or

a publication which consists solely of a notice or report of a general meeting or

proposed general meeting of the person making the offer, the issuer, the underlying

entity or any entity, or a presentation of oral or written material on matters so

contained in the notice or report at the general meeting.

(11)  In subsection (10)(i)(A), the reference to the affairs of the person making the offer, the

issuer or, where applicable, the underlying entity shall —

in the case where the person making the offer, the issuer or the underlying entity is a

corporation, be construed as including a reference to the matters referred to in

section 2(2); «and

in any other case, be construed as referring to such matters as may be prescribed by

the Authority.

Private placement

272B.—(1)  Subdivisions (2) and (3) of this Division (other than section 257) shall not apply

to offers of securities of an entity that are made by a person if —

the offers are made to no more than 50 persons within any period of 12 months;

none of the offers is accompanied by an advertisement making an offer or calling

attention to the offer or intended offer;

no selling or promotional expenses are paid or incurred in connection with each offer

other than those incurred for administrative or professional services, or by way of

commission or fee for services rendered by —

the holder of a capital markets services licence to deal in securities;

an exempt person in respect of dealing in securities; or

a person who is licensed, approved, authorised or otherwise regulated under

the laws, codes or other requirements of any foreign jurisdiction in respect of

dealing in securities, or who is exempted therefrom in respect of such

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(i)

(A)

(B)

(ii)

(d)

(a)

(b)

(a)

(b)

(c)

(d)

(e)

dealing; and

no prospectus in respect of any of the offers has been registered by the Authority or,

where a prospectus has been registered —

the prospectus has expired pursuant to section 250; or

the person making the offer has before making the offer —

informed the Authority by notice in writing of its intent to make the

offer in reliance on the exemption under this subsection; and

taken reasonable steps to inform in writing the person to whom the

offer is made that the offer is made in reliance on the exemption

under this subsection.

(2)    The Authority may prescribe such other number of persons in substitution for the

number specified in subsection (1)(a).

(3)  In determining whether offers of securities by a person are made to no more than the

applicable number of persons specified in subsection (1)(a) within a period of 12 months, each

person to whom —

an offer of securities issued by the same entity is made by the first-mentioned person;

or

an offer of securities of an entity, units or derivatives of units in a business trust, or

units in a collective investment scheme, is made by the first-mentioned person or

another person where such offer is a closely related offer,

if any, within that period in reliance on the exemption under this section, section 282W or 302C

shall be included.

(4)  Whether an offer is a closely related offer under subsection (3) shall be determined by

considering such factors as the Authority may prescribe.

(5)  For the purposes of subsection (1) —

an offer of securities to an entity or to a trustee shall be treated as an offer to a single

person, provided that the entity or trust is not formed primarily for the purpose of

acquiring the securities which are the subject of the offer;

an offer of securities to an entity or to a trustee shall be treated as an offer to the

equity owners, partners or members of that entity, or to the beneficiaries of the trust,

as the case may be, if the entity or trust is formed primarily for the purpose of

acquiring the securities which are the subject of the offer;

an offer of securities to 2 or more persons who will own the securities acquired as

joint owners shall be treated as an offer to a single person;

an offer of securities to a person acting on behalf of another person (whether as an

agent or otherwise) shall be treated as an offer made to that other person;

offers of securities made by a person as an agent of another person shall be treated as

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(f)

(i)

(A)

(B)

(ii)

(g)

(a)

(i)

(ii)

(b)

(i)

(ii)

(c)

offers made by that other person;

where an offer is made to a person with a view to another person acquiring an interest

in those securities by virtue of section 4, only the second-mentioned person shall be

counted for the purposes of determining whether offers of the securities are made to

no more than the applicable number of persons specified in subsection (1)(a); and

where —

an offer of securities is made to a person in reliance on the exemption under

subsection (1) with a view to those securities being subsequently offered for

sale to another person; and

that subsequent offer —

is not made in reliance on an exemption under any provision of this

Subdivision; or

is made in reliance on an exemption under subsection (1) or

section 280,

both persons shall be counted for the purposes of determining whether offers of the

securities are made to no more than the applicable number of persons specified in

subsection (1)(a).

(6)  In subsection (1)(b), “advertisement” has the same meaning as in section 272A(10).

Offer made under certain cir cumstances

273.—(1)  Subdivisions (2) and (3) of this Division (other than section 257) shall not apply

to an offer of securities if —

it is made in connection with a take-over offer which is in compliance with the Takeover Code;

it is made in connection with an offer for the acquisition by or on behalf of a person

of some or all of the shares in an unlisted corporation or some or all of the shares of a

particular class in an unlisted corporation —

to all members of the corporation or all members of the corporation holding

shares of that class; or

where the person already holds shares in the corporation, to all other

members of the corporation or all other members of the corporation holding

shares of that class,

where such offer is in compliance with the laws, codes and other requirements

(whether or not having the force of law) relating to take-overs of the country in which

the corporation was incorporated;

it is made in connection with a proposed compromise or arrangement between —

an unlisted corporation and its creditors or a class of them; or

an unlisted corporation and its members or a class of them,

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(i)

(ii)

(ca)

(i)

(ii)

(cb)

(cc)

(i)

(ii)

(cd)

(ce)

(cf)

(cg)

(ch)

and such proposed compromise or arrangement and the execution thereof is in

compliance with the laws, codes and other requirements (whether or not having the

force of law) relating to take-overs, compromises and arrangements of the country in

which the corporation was incorporated;

it is made in connection with an offer for the acquisition by or on behalf of a person

of some or all of the shares in a corporation or some or all of the shares of a particular

class in a corporation —

to all members of the corporation or all members of the corporation holding

shares of that class; or

where the person already holds shares in the corporation, to all other

members of the corporation or all other members of the corporation holding

shares of that class,

and such offer complies with the Take-over Code as though the Take-over Code is

applicable to it;

it is made in connection with a proposed compromise or arrangement between —

a corporation and its creditors or a class of them; or

a corporation and its members or a class of them,

and such proposed compromise or arrangement and the execution thereof complies

with the Take-over Code as though the Take-over Code is applicable to it;

it is an offer to enter into an underwriting agreement relating to securities;

it is an offer of securities of an entity —

being an entity which is formed or constituted in Singapore or otherwise,

whose securities are not listed for quotation on a securities exchange; or

being an entity which is not formed or constituted in Singapore, whose

securities are listed for quotation on a securities exchange and such listing is

not a primary listing,

that is made to existing members or debenture holders of that entity (whether or not it

is renounceable in favour of persons other than existing members or debenture

holders);

it is an offer of shares or debentures of an entity made to any existing member or

debenture holder of the entity whose shares are listed for quotation on a securities

exchange;

it is an offer of debentures of an entity made to any existing debenture holder of the

entity whose debentures are listed for quotation on a securities exchange;

it is an offer of units of shares or debentures of an entity made to any existing

member or debenture holder of the entity whose shares are listed for quotation on a

securities exchange, where such units may only be exercised or converted by any

existing member or debenture holder into shares or debentures, as the case may be, of

the entity;

it is an offer of units of debentures of an entity made to any existing debenture holder
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(ci)

(d)

(i)

(ii)

(e)

(f)

(a)

(b)

(a)

(b)

(c)

of the entity whose debentures are listed on a securities exchange, where such units

may only be exercised or converted by any existing debenture holder into debentures

of the entity;

it is an offer of securities of a corporation made in the circumstances specified under

section 306 of the Companies Act (Cap. 50);

it is an offer of shares or debentures (not being such excluded shares or excluded

debentures as may be prescribed by the Authority) that have been previously issued,

are listed for quotation or quoted on a securities exchange, and are traded on the

exchange;

it is an offer of units of shares or debentures (not being such excluded units of shares

or debentures as may be prescribed by the Authority) where —

the units of shares or debentures have been previously issued, are listed for

quotation or quoted on a securities exchange, and are traded on the exchange;

or

an application has been or will be made for permission for the units of shares

or debentures to be listed for quotation or quoted on a securities exchange

and the shares or debentures have been previously issued and are listed for

quotation on a securities exchange or a recognised securities exchange; or

it is made (whether or not in relation to securities that have been previously issued)

by an entity to a qualifying person, where the securities are to be held by or for the

benefit of the qualifying person and are the securities of the entity or any of its related

parties.

(1A)  An offer of securities does not come within subsection (1)(d) or (e) if —

the securities being offered are borrowed by the issuer from an existing shareholder,

holder of a debenture, or holder of units of shares or debentures, solely for the

purpose of facilitating the offer of securities by the issuer; and

such borrowing is made under an agreement or arrangement between the issuer and

the shareholder or holder which promises the issue or allotment of securities by the

issuer to the shareholder or holder at the same time or shortly after the offer.

(2)  An offer of securities comes within subsection (1)(f) only if no selling or promotional

expenses are paid or incurred in connection with the offer other than those incurred for

administrative or professional services, or by way of commission or fee for services rendered

by —

the holder of a capital markets services licence to deal in securities;

an exempt person in respect of dealing in securities; or

a person who is licensed, approved, authorised or otherwise regulated under the laws,

codes or other requirements of any foreign jurisdiction in respect of dealing in

securities, or who is exempted therefrom in respect of such dealing.

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(a)

(b)

(a)

(b)

(3)  [Deleted by Act 1/2005]

(4)  For the purposes of subsection (1)(f), a person is a qualifying person in relation to an

entity if he is a bona fide director or equivalent person, former director or equivalent person,

consultant, adviser, employee or former employee of the entity or a related corporation of that

entity (being a corporation), or if he is the spouse, widow, widower or a child, adopted child or

step-child below the age of 18, of such director or equivalent person, former director or

equivalent person, employee or former employee.

(5)    Where, on the application of any person interested, the Authority declares that

circumstances exist whereby —

the cost of providing a prospectus for an offer of securities outweighs the resulting

protection to investors; or

it would not be prejudicial to the public interest if a prospectus were dispensed with

for an offer of securities,

then Subdivisions (2) and (3) of this Division (other than section 257) shall not apply to such an

offer for a period of 6 months from the date of the declaration.

(6)    The Authority may, on making a declaration under subsection (5), impose such

conditions or restrictions on the offer as it may determine.

(7)  A declaration made under subsection (5) shall be final.

(8)    Any person who contravenes any of the conditions or restrictions specified in the

declaration made under subsection (5) 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.

(9)  In subsection (1)(b) and (c), “unlisted corporation” means a corporation —

that is not a company; and

the securities of which are not listed for quotation on any securities exchange.

(10)    In subsection (1)(ca) and (cb), “corporation” means a corporation that is not a

company.

[Companies, s. 106B]

Offer made to institutional investor s

274.  Subdivisions (2) and (3) of this Division (other than section 257) shall not apply to an

offer of securities, whether or not they have been previously issued, made to an institutional

investor.

[Companies, s. 106C]

Offer made to accr edited investor s «and certain other per sons

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(a)

(i)

(ii)

(iii)

(b)

(i)

(A)

(B)

(ii)

(c)

(a)

(b)

(i)

(ii)

(iii)

(c)

275.—(1)  Subdivisions (2) «and (3) of this Division (other than section 257) shall not apply

to an offer of «securities, whether or not they have been previously issued, where the offer is

made to a relevant person, if —

the offer is not accompanied by an advertisement making an offer or calling attention

to the offer or intended offer;

no selling or promotional expenses are paid or incurred in connection with the offer

other than those incurred for administrative or professional services, or by way of

commission or fee for services rendered by —

the holder of a capital markets services licence to deal in «securities;

an exempt person in respect of dealing in «securities; or

a person who is licensed, approved, authorised or otherwise regulated under

the laws, codes or other requirements of any foreign jurisdiction in respect of

dealing in «securities, or who is exempted therefrom in respect of such

dealing; «and

no prospectus in respect of the offer has been registered by the Authority or, where a

prospectus has been registered —

the prospectus has expired pursuant to section 250; or

the person making the offer has before making the offer —

informed the Authority by notice in writing of its intent to make the

offer in reliance on the exemption under this subsection; «and

taken reasonable steps to inform in writing the person to whom the

offer is made that the offer is made in reliance on the exemption

under this subsection.

(1A)  Subdivisions (2) «and (3) of this Division (other than section 257) shall not apply to an

offer of «securities to a person who acquires the «securities as principal, whether or not the

«securities have been previously issued, if —

the offer is on terms that the «securities may only be acquired at a consideration of

not less than $200,000 (or its equivalent in a foreign currency) for each transaction,

whether such amount is to be paid for in cash or by exchange of «securities or other

assets;

the offer is not accompanied by an advertisement making an offer or calling attention

to the offer or intended offer;

no selling or promotional expenses are paid or incurred in connection with the offer

other than those incurred for administrative or professional services, or by way of

commission or fee for services rendered by —

the holder of a capital markets services licence to deal in «securities;

an exempt person in respect of dealing in «securities; or

a person who is licensed, approved, authorised or otherwise regulated under

the laws, codes or other requirements of any foreign jurisdiction in respect of

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(i)

(A)

(B)

(ii)

(d)

(a)

(b)

(c)

(i)

(ii)

(iii)

(a)

(b)

(a)

dealing in «securities, or who is exempted therefrom in respect of such

dealing; «and

no prospectus in respect of the offer has been registered by the Authority or, where a

prospectus has been registered —

the prospectus has expired pursuant to section 250; or

the person making the offer has before making the offer —

informed the Authority by notice in writing of its intent to make the

offer in reliance on the exemption under this subsection; «and

taken reasonable steps to inform in writing the person to whom the

offer is made that the offer is made in reliance on the exemption

under this subsection.

(2)  In this section —

“advertisement” means —

a written or printed communication;

a communication by radio, television or other medium of communication; or

a communication by means of a recorded telephone message,

that is published in connection with an offer in respect of «securities, but does not

include —

an information memorandum;

a publication which consists solely of a disclosure, notice or report required

under this «Act, or any listing rules or other requirements of a «securities

exchange, «futur es exchange or overseas «securities exchange, which is made

by any person; or

a publication which consists solely of a notice or report of a general meeting or

proposed general meeting of the person making the offer, the issuer, the

underlying entity or any entity, or a presentation of oral or written material on

matters so contained in the notice or report at the general meeting;

“information memorandum” means a document —

purporting to describe the «securities being offered, or the business «and

affairs of the person making the offer, the issuer or, where applicable, the

underlying entity; «and

purporting to have been prepared for delivery to «and review by relevant

persons «and persons to whom an offer referred to in subsection (1A) is to be

made so as to assist them in making an investment decision in respect of the

«securities being offered;

“relevant person” means —

an accredited investor;

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(b)

(c)

(d)

(e)

(a)

(b)

(a)

(b)

(c)

a corporation the sole business of which is to hold investments «and the entire

share capital of which is owned by one or more individuals, each of whom is an

accredited investor;

a trustee of a trust the sole purpose of which is to hold investments «and each

beneficiary of which is an individual who is an accredited investor;

an officer or equivalent person of the person making the offer (such person

being an entity) or a spouse, parent, brother, sister, son or daughter of that

officer or equivalent person; or

a spouse, parent, brother, sister, son or daughter of the person making the offer

(such person being an individual).

(2A)  In the definition of “information memorandum” in subsection (2), the reference to the

affairs of the person making the offer, the issuer or, where applicable, the underlying entity

shall —

in the case where the person making the offer, the issuer or the underlying entity is a

corporation, be construed as including a reference to the matters referred to in

section 2(2); «and

in any other case, be construed as referring to such matters as may be prescribed by

the Authority.

(3)  Notwithstanding any requirement in section 99 or any regulation made thereunder that a

person has to deal in «securities for his own account with or through a person prescribed by the

Authority so that he can qualify as an exempt person, a person who acquires «securities under

section 274 or this section for his own account shall be considered an exempt person even

though he does not comply with that requirement.

(4)  The Authority may, by order published in the Gazette, specify an amount in substitution

of any amount specified in subsection (1A)(a).

[Companies, s. 106D]

Offer of securities acquir ed pur suant to section 274 or 275

276.—(1)  Notwithstanding sections 272A, 272B, 273(1)(d), (e) and (f), 277, 278 and 279

but subject to subsection (7), where securities initially acquired pursuant to an offer made in

reliance on an exemption under section 274 or 275 are sold within the period of 6 months from

the date of the initial acquisition to any person other than —

an institutional investor;

a relevant person as defined in section 275(2); or

any person pursuant to an offer referred to in section 275(1A),

then Subdivisions (2) and (3) of this Division shall apply to the offer resulting in that sale.

(1A)  The reference to the sale of securities under subsection (1) shall, in a case where the

securities initially acquired are debentures, or units of shares or debentures, with an attached

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(a)

(b)

(c)

(a)

(b)

(A)

(B)

(i)

(ii)

(iii)

(a)

(b)

(A)

(B)

(i)

right of conversion into shares or debentures, include a reference to the sale of the converted

shares or debentures.

(2)  Where securities initially acquired pursuant to an offer made in reliance on an exemption

under section 274 or 275 are sold to —

an institutional investor;

a relevant person as defined in section 275(2); or

any person pursuant to an offer referred to in section 275(1A),

Subdivisions (2) and (3) of this Division shall not apply to the offer resulting in that sale.

(3)  Subject to subsection (7), securities of a corporation (other than a corporation that is an

accredited investor) —

the sole business of which is to hold investments; and

the entire share capital of which is owned by one or more individuals, each of whom

is an accredited investor,

shall not be transferred within 6 months after the corporation has acquired any securities

pursuant to an offer made in reliance on an exemption under section 275 unless —

that transfer —

is made only to institutional investors or relevant persons as defined in

section 275(2); or

arises from an offer referred to in section 275(1A);

no consideration is or will be given for the transfer; or

the transfer is by operation of law.

(4)  Subject to subsection (7), where —

the sole purpose of a trust (other than a trust the trustee of which is an accredited

investor) is to hold investments; and

each beneficiary of the trust is an individual who is an accredited investor,

the beneficiaries’ rights and interest (howsoever described) in the trust shall not be transferred

within 6 months after securities are acquired for the trust pursuant to an offer made in reliance

on an exemption under section 275 unless —

that transfer —

is made only to institutional investors or relevant persons as defined in

section 275(2); or

arises from an offer that is made on terms that such rights or interest are

acquired at a consideration of not less than $200,000 (or its equivalent in a

foreign currency) for each transaction, whether such amount is to be paid for

in cash or by exchange of securities or other assets;

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(ii)

(iii)

(a)

(b)

(a)

(b)

(i)

(ii)

(c)

(a)

(b)

no consideration is or will be given for the transfer; or

the transfer is by operation of law.

(5)  For the avoidance of doubt, the reference to beneficiaries in subsection (4) shall include

a reference to unitholders of a business trust and participants of a collective investment scheme.

(6)  For the avoidance of doubt, where any securities are acquired pursuant to an offer made

in reliance on an exemption under section 274 or 275, an offer to sell those securities may be

made in reliance on an exemption under section 273(1)(d) or (e) after 6 months have elapsed

from the date of the first-mentioned offer.

(7)    Subsections (1), (3) and (4) shall not apply where the securities of the corporation

acquired are of the same class as other securities of the corporation —

an offer of which has previously been made in or accompanied by a prospectus; and

which are listed for quotation on a securities exchange.

[Companies, s. 106E]

Offer made using offer information statement

277.—(1)  Subject to subsection (1A), Subdivisions (2) and (3) of this Division (other than

section 257) shall not apply to an offer of securities (not being such securities as may be

prescribed by the Authority) issued by an entity whose shares are listed for quotation on a

securities exchange, whether by means of a rights issue or otherwise, if —

in the case where the securities offered are units of shares or debentures, the shares or

debentures are those of the entity that issued the units;

an offer information statement relating to the offer which complies with such form

and content requirements as may be prescribed by the Authority is lodged with the

Authority; and

either —

the offer is made in or accompanied by the offer information statement

referred to in paragraph (b); or

all the conditions in subsection (1B) are satisfied.

(1A)  Subsection (1) shall only apply to an offer of securities referred to in that subsection

made within a period of 6 months from the date the offer information statement relating to that

offer is lodged with the Authority.

(1B)  The conditions referred to in subsection (1)(c)(ii) are —

the offer is made using any automated teller machine or such other electronic means

as may be prescribed by the Authority;

the automated teller machine or prescribed electronic means indicates to a

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(i)

(ii)

(c)

(a)

(b)

(a)

prospective subscriber or buyer —

how he can obtain, or arrange to receive, a copy of the offer information

statement in respect of the offer; and

that he should read the offer information statement before submitting his

application,

before enabling him to submit any application to subscribe for or purchase securities;

and

the person making the offer complies with such other requirements as the Authority

may prescribe.

(2)  The Authority may, on the application of any person interested, modify the prescribed

form and content of the offer information statement in such manner as is appropriate, subject to

such conditions or restrictions as may be determined by the Authority.

(3)   Sections 249, 249A, 253, 254 and 255 shall apply in relation to an offer information

statement referred to in subsection (1) as they apply in relation to a prospectus.

(4)  For the purposes of subsection (3) —

a reference in section 249 or 249A to the registration of the prospectus shall be read

as a reference to the lodgment of the offer information statement; and

a reference in section 253 or 254 to any information or new circumstance required to

be included in a prospectus under section 243 shall be read as a reference to any

information prescribed under subsection (1)(b).

(5)   Where the written consent of an expert is required to be given under section 249 (as

applied in relation to an offer information statement under subsection (3)), that written consent

shall be lodged with the Authority at the same time as the lodgment of the statement.

(6)  Where the written consent of an issue manager or underwriter is required to be given

under section 249A (as applied in relation to an offer information statement under

subsection (3)), that written consent shall be lodged with the Authority at the same time as the

lodgment of the statement.

[Companies, s. 106F]

Offer in r espect of inter national debentur es

278.—(1)  Subdivisions (2) and (3) of this Division (other than section 257) shall not apply

to an offer of debentures, or units of debentures, by a body incorporated in a country outside

Singapore where the offer —

is made by the holder of a capital markets services licence to deal in securities or an

exempt person under section 99(1)(a) or (b), to such institutional, professional or

business investors as the Authority may, by order in the Gazette, specify, being

persons or bodies that appear to the Authority to have sufficient expertise to

understand any risk involved in buying or selling those debentures, or units of

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(b)

(a)

(b)

(a)

(b)

(a)

(b)

(a)

debentures (whether as principal or agent); and

complies with the conditions specified in subsection (2).

(2)  The conditions referred to in subsection (1)(b) are that —

the debentures, or units of debentures, are denominated in a currency, other than the

Singapore dollar, and each debenture, or each unit of debenture, has a face value of at

least US$5,000 or its equivalent in another currency; and

the shares of the issuing corporation are listed on a recognised securities exchange or

the offer is guaranteed by a corporation whose shares are listed on a recognised

securities exchange.

(3)    The Authority may by order in the Gazette add to, vary or amend the conditions

specified in subsection (2).

[Companies, s. 106G]

Offer of debentur es made by Gover nment or inter national financial institutions

279.  Subdivisions (2) and (3) of this Division shall not apply to an offer of debentures, or

units of debentures, made by or guaranteed by —

the Government; or

an international financial institution in which Singapore holds membership of any

class or description, whether or not it holds any share in the share capital of that

institution.

[Companies, s. 106H]

Making offer using automated teller machine or electr onic means

280.—(1)    Subject to subsection (3) and such requirements as may be prescribed by the

Authority, a person making an offer of securities using —

any automated teller machine; or

such other electronic means as may be prescribed by the Authority,

is exempted from the requirement under section 240(1)(a) that the offer be made in or

accompanied by a prospectus in respect of the offer or, where applicable, the requirement under

section 240(4) that the offer be made in or accompanied by a profile statement in respect of the

offer.

(2)  For the avoidance of doubt, a prospectus which complies with all other requirements of

section 240(1)(a) or, where applicable, a profile statement which complies with all other

requirements of section 240(4) must still be prepared and issued in respect of any offer referred

to in subsection (1).

(3)    Subsection (1) shall not apply unless the automated teller machine or prescribed

electronic means indicates to a prospective subscriber or buyer —

how he can obtain, or arrange to receive, a copy of the prospectus or, where

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(b)

(a)

(b)

applicable, profile statement in respect of the offer; and

that he should read the prospectus or, where applicable, profile statement before

submitting his application,

before enabling him to submit any application to subscribe for or purchase securities.

Revocation of exemption

281.—(1)    Where the Authority considers that a person is contravening, or is likely to

contravene, or has contravened any condition or restriction imposed under section 273(6), or

that it is necessary in the public interest or for the protection of investors, it may revoke any

exemption under this Subdivision, subject to such conditions as it thinks fit.

(2)  The Authority may revoke an exemption under subsection (1) without giving the person

affected by the revocation an opportunity to be heard, but the person may, within 14 days of the

revocation, apply to the Authority for the revocation to be reviewed by the Authority, and the

revocation shall remain in effect unless it is withdrawn by the Authority.

(3)  A revocation made under this section shall be final and conclusive and there shall be no

appeal therefrom.

[Companies, s. 106J]

Tr ansactions under exempted offer s subject to Division 2 of Part XII of Companies Act

and Part XII of this Act

282.    For the avoidance of doubt, it is hereby declared that in relation to any transaction

carried out under an exempted offer under this Part, nothing in this Part shall limit or diminish

any liability which any person may incur in respect of any relevant offence under Division 2 of

Part XII of the Companies Act (Cap. 50) or Part XII of this Act or any penalty, award of

compensation or punishment in respect of any such offence.

[Companies, s. 106L]

Division 1A—Business Trusts

Subdivision (1) —Interpretation

Pr eliminar y pr ovisions

282A.—(1)  In this Division, unless the context otherwise requires —

“control”, in relation to an entity, means the capacity of a person to determine the

outcome of decisions on the financial and operating policies of the entity, having

regard to —

the influence which the person can, in practice, exert on the entity (as opposed

to the rights which the person can exercise in the entity); and

any practice or pattern of behaviour of that person affecting the financial or

operating policies of the entity (even if such practice or pattern of behaviour

involves a breach of an agreement or a breach of trust),

but does not include any capacity of a person to influence decisions on the financial

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(a)

(b)

(a)

(b)

(a)

and operating policies of the entity if such influence is required by law or under any

contract or order of court to be exercised for the benefit of other persons;

“expert” has the same meaning as in section 4(1) of the Companies Act (Cap. 50);

“immediate family”, in relation to an individual, means the individual’s spouse, son,

adopted son, step-son, daughter, adopted daughter, step-daughter, father, step-father,

mother, step-mother, brother, step-brother, sister or step-sister;

“issuer”, in relation to an offer of units or derivatives of units in a business trust,

means —

in the case of units being offered, the trustee of the business trust in its capacity

as the trustee that issued or will be issuing such units; or

in the case of derivatives of units being offered, the trustee of the business trust

in its capacity as the trustee, or any other entity, that issued or will be issuing

such derivatives of units;

“minimum subscription”, in relation to any units or derivatives of units in a business trust

offered for subscription, means the amount stated in the prospectus relating to the

offer, as the minimum amount which must be raised by the issue of the units or

derivatives of units so offered failing which no units or derivatives of units will be

allotted or issued;

“preliminary document” means a document which has been lodged with the Authority

and is issued for the purpose of determining the appropriate issue or sale price of, and

the number of, units or derivatives of units in a business trust or proposed business

trust to be issued or sold and which contains the information required to be included

in a prospectus under section 282F, except for such information as may be prescribed

by the Authority;

“profile statement” means a profile statement referred to in section 282C(4);

“promoter”, in relation to a prospectus issued in connection with a business trust, means a

promoter of the business trust who was a party to the preparation of the prospectus or

of any relevant portion thereof, but does not include any person by reason only of his

acting in a professional capacity;

“prospectus” means any prospectus, notice, circular, material, advertisement, publication

or other document used to make an offer of units or derivatives of units in a business

trust or proposed business trust and includes any document deemed to be a prospectus

under section 282Q, but does not include —

a profile statement; or

any material, advertisement or publication which is authorised by section 282L

(other than subsection (5) thereof);

“recognised securities exchange” means a corporation which has been declared by the

Authority, by order published in the Gazette, to be a recognised securities exchange

for the purposes of this Division;

“related party” means —

in relation to an entity —
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(i)

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

(i)

(A)

(B)

(ii)

(iii)

(b)

(a)

(b)

a director or equivalent person of the entity;

the chief executive officer or equivalent person of the entity;

a person who controls the entity;

a related corporation;

any other entity controlled by it;

any other entity controlled by the person referred to in subparagraph (iii); and

a related party of any individual referred to in sub-paragraph (i), (ii) or

(iii); and

in relation to an individual —

his immediate family;

a trustee of any trust of which the individual or any member of the

individual’s immediate family is —

a beneficiary; or

where the trust is a discretionary trust, a discretionary object,

when the trustee acts in that capacity; and

any corporation in which he and his immediate family (whether directly

or indirectly) have interests in voting shares of an aggregate of not less

than 30% of the votes attached to all voting shares;

“replacement document” means a replacement prospectus or a replacement profile

statement referred to in section 282D(1), as the case may be;

“supplementary document” means a supplementary prospectus or a supplementary profile

statement referred to in section 282D(1), as the case may be;

[Deleted by Act 2/2009 wef 19/11/2012]

“trust deed” has the same meaning as “deed” in section 2 of the Business Trusts Act;

“trust property” has the same meaning as in section 2 of the Business Trusts Act.

(2)    For the purposes of this Division, a statement shall be deemed to be included in a

prospectus or profile statement if it is contained in any report or memorandum appearing on the

face thereof or by reference incorporated therein or issued therewith.

(3)  For the purposes of this Division, a person makes an offer of any units or derivatives of

units in a business trust if, and only if, as principal —

he makes (either personally or by an agent) an offer to any person in Singapore which

upon acceptance would give rise to a contract for the issue or sale of those units or

derivatives of units by him or another person with whom he has made arrangements

for that issue or sale; or

he invites (either personally or by an agent) any person in Singapore to make an offer

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(a)

(b)

(a)

(A)

(B)

(C)

(i)

(ii)

(b)

which upon acceptance would give rise to a contract for the issue or sale of those

units or derivatives of units by him or another person with whom he has made

arrangements for that issue or sale.

(4)  In subsection (3), “sale” includes any disposal for valuable consideration.

[SFA, s. 239]

Division not to apply to certain business tr usts which ar e collective investment schemes

282B.  This Division does not apply to an offer of units or derivatives of units in a business

trust, where —

the business trust is also a collective investment scheme that has been authorised

under section 286 or recognised under section 287; or

the business trust is also a collective investment scheme and the offer is made in

reliance on an exemption under Subdivision (4) of Division 2.

Modification of pr ovisions to certain offer s

282BA.  The Authority may, if it thinks it necessary in the interest of the public or a section

of the public or for the protection of investors, by regulations modify or adapt the provisions of

this Division in their application to such offer of units or derivatives of units in a business trust

as may be prescribed, and the provisions of this Division shall apply to such offer subject to

such modifications or adaptations.

Subdivision (2) —Prospectus requirements

Requir ement for pr ospectus and pr ofile statement, wher e r elevant

282C.—(1)  No person shall make an offer of units or derivatives of units in a business trust

unless —

the business trust is a registered business trust or recognised business trust; and

the offer —

is made in or accompanied by a prospectus in respect of the offer —

that is prepared in accordance with section 282F;

a copy of which, being one that has been signed in accordance with

subsection (5), is lodged with the Authority; and

that is registered by the Authority; and

complies with such requirements as may be prescribed by the Authority.

(2)  A person who lodges a preliminary document with the Authority shall be deemed to have

lodged a prospectus with the Authority.

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(a)

(b)

(c)

(d)

(e)

(a)

(i)

(ii)

(b)

(i)

(ii)

(c)

(a)

(b)

(3)  A preliminary document referred to in subsection (2) shall contain all information to be

included in a prospectus other than such information as may be prescribed by the Authority.

(4)   Notwithstanding subsection (1), an offer of units or derivatives of units in a business

trust may be made in or accompanied by an extract from, or an abridged version of, a

prospectus (referred to in this section as a profile statement), instead of a prospectus, if —

a prospectus in respect of such offer is prepared in accordance with section 282F, and

the profile statement is prepared in accordance with section 282G;

a copy of the prospectus and a copy of the profile statement, each of which has been

signed in accordance with subsection (5), are lodged with the Authority, and the

prospectus is lodged no later than the profile statement;

the prospectus and profile statement are registered by the Authority;

sufficient copies of the prospectus are made available for collection at the times and

places specified in the profile statement; and

the offer complies with such requirements as may be prescribed by the Authority.

(5)    The copy of a prospectus or profile statement lodged with the Authority shall be

signed —

where the person making the offer is the issuer, by every director or equivalent

person of the issuer and every person who is named therein as a proposed director or

an equivalent person of the issuer;

where the person making the offer is an individual and is not the issuer —

by that person; and

if the issuer is controlled by that person, one or more of his related parties, or

that person and one or more of his related parties, by every director or

equivalent person of the issuer and every person who is named therein as a

proposed director or an equivalent person of the issuer; and

where the person making the offer is an entity and is not the issuer —

by every director or equivalent person of that entity; and

if the issuer is controlled by that entity, one or more of its related parties, or

that entity and one or more of its related parties, by every director or

equivalent person of the issuer, and every person who is named therein as a

proposed director or an equivalent person of the issuer.

(6)  A requirement under subsection (5) for the copy of a prospectus or profile statement to

be signed by a director or an equivalent person is satisfied if the copy is signed —

by that director or equivalent person; or

by a person who is authorised in writing by that director or equivalent person to sign

on his behalf.

(7)  A requirement under subsection (5) for the copy of a prospectus or profile statement to

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(a)

(b)

(a)

(i)

(ii)

(b)

(i)

(ii)

(c)

(d)

be signed by a person named therein as a proposed director or an equivalent person is satisfied

if the copy is signed —

by that proposed director or equivalent person; or

by a person who is authorised in writing by that proposed director or equivalent

person to sign on his behalf.

(8)  No person shall make any offer of units or derivatives of units in a business trust that has

not been formed or does not exist.

(9)  Any person who contravenes subsection (1) or (8) shall be guilty of an offence and shall

be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not

exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not

exceeding $15,000 for every day or part thereof during which the offence continues after

conviction.

(10)   The Authority may register a prospectus or profile statement on any day within the

period prescribed by the Authority from the date of lodgment thereof with the Authority,

unless —

the Authority gives to the person making the offer a notice of an opportunity to be

heard under subsection (20);

the Authority gives to the person making the offer notice of an extension, in which

case the Authority may, not later than 28 days from the date of lodgment of the

prospectus or profile statement —

register the prospectus or profile statement; or

give the person making the offer a notice of an opportunity to be heard under

subsection (20);

the person making the offer applies in writing to extend the period during which the

prospectus or profile statement may be registered, and the Authority grants an

extension as it thinks fit, in which case the Authority may, at any time up to and

including the date on which the extended period ends —

register the prospectus or profile statement; or

give the person making the offer a notice of an opportunity to be heard under

subsection (20); or

the person making the offer gives a notice in writing to the Authority to withdraw the

lodgment of the prospectus or profile statement, in which case the Authority shall not

register the prospectus or profile statement.

(11)    Where, after a notice of an opportunity to be heard has been given under

subsection (10)(a), (b)(ii) or (c)(ii), the Authority decides not to refuse registration of the

prospectus or profile statement, the Authority may proceed with the registration on such date as

it considers appropriate, except that that date shall not be earlier than such day from the date of

lodgment of the prospectus or profile statement with the Authority as the Authority may

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(a)

(b)

(a)

(b)

(a)

(b)

prescribe.

(11A)  For the purposes of subsections (10) and (11), the Authority may prescribe the same

period and day for all offers or different periods and days for different offers.

(12)  Where a prospectus lodged with the Authority is a preliminary document, the Authority

shall not register the prospectus unless a copy of the prospectus which has been signed in

accordance with subsection (5) and which contains the information required to be stipulated in

the prospectus under section 282F, including such information which could be omitted from the

preliminary document by virtue of subsection (3), has been lodged with the Authority.

(13)  A person making an offer of units or derivatives of units in a business trust may lodge

any amendment to a prospectus or profile statement in respect of that offer at any time before

but not after the registration of the prospectus or profile statement by the Authority.

(14)  Subject to subsection (15) —

where any amendment to a prospectus is lodged, the prospectus and any profile

statement which is lodged shall be deemed, for the purposes of subsection (10), to

have been lodged when such amendment was lodged; and

where any amendment to a profile statement is lodged, the profile statement shall be

deemed, for the purposes of subsection (10), to have been lodged when such

amendment was lodged.

(15)  Where an amendment to a prospectus or profile statement is lodged with the consent of

the Authority, the prospectus or profile statement as amended shall be deemed, for the purposes

of subsection (10), to have been lodged when the original prospectus or profile statement was

lodged with the Authority.

(16)  An amendment to a prospectus or profile statement that is lodged shall be treated as

part of the original prospectus or profile statement.

(17)  The Authority may, for public information, publish —

a prospectus or profile statement lodged with the Authority under this section; and

where applicable, the translation thereof in the English language lodged with the

Authority under section 318A(1),

and, for the purposes of this subsection, the person making the offer shall provide the Authority

with a copy of the prospectus or profile statement and, where applicable, the translation, in such

form or medium for publication as the Authority may require.

(18)  The Authority shall refuse to register a prospectus if —

the Authority is of the opinion that the prospectus contains a false or misleading

statement;

there is an omission from the prospectus of any information that is required to be

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(c)

(d)

(e)

(f)

(g)

(h)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

included in it under section 282F;

the copy of the prospectus that is lodged with the Authority is not signed in

accordance with subsection (5);

the Authority is of the opinion that the prospectus does not comply with the

requirements of this Act;

any written consent of an expert to the issue of the prospectus required under

section 282I, or a copy thereof which is verified as prescribed, is not lodged with the

Authority;

any written consent of an issue manager to the issue of the prospectus required under

section 282J(1), or a copy thereof which is verified as prescribed, is not lodged with

the Authority;

any written consent of an underwriter to the issue of the prospectus required under

section 282J(2), or a copy thereof which is verified as prescribed, is not lodged with

the Authority; or

the Authority is of the opinion that it is not in the public interest to do so.

(19)  The Authority shall refuse to register a profile statement if —

the Authority is of the opinion that the profile statement contains a false or

misleading statement;

there is an omission from the profile statement of information required under

section 282G to be included in it or an inclusion in the profile statement of

information prohibited by that section from being included in it;

the copy of the profile statement that is lodged with the Authority is not signed in

accordance with subsection (5);

any written consent of an expert to the issue of the profile statement required under

section 282I, or a copy thereof which is verified as prescribed, is not lodged with the

Authority;

the Authority is of the opinion that the profile statement does not comply with the

requirements of this Act;

the prospectus has not been registered by the Authority;

any written consent of an issue manager to the issue of the profile statement required

under section 282J(1), or a copy thereof which is verified as prescribed, is not lodged

with the Authority;

any written consent of an underwriter to the issue of the profile statement required

under section 282J(2), or a copy thereof which is verified as prescribed, is not lodged

with the Authority; or

the Authority is of the opinion that it is not in the public interest to do so.

(20)  The Authority shall not refuse to register a prospectus under subsection (18) or a profile

statement under subsection (19) without giving the person making the offer an opportunity to be

heard, except that an opportunity to be heard need not be given if the refusal is on the ground

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(a)

(b)

(c)

(a)

(b)

(i)

(ii)

(iii)

that it is not in the public interest to register the prospectus or profile statement on the basis of

any of the following circumstances:

the person making the offer (being an entity), the issuer, the trustee-manager of the

business trust or the business trust itself is in the course of being wound up or

otherwise dissolved, whether in Singapore or elsewhere;

the person making the offer (being an individual) is an undischarged bankrupt,

whether in Singapore or elsewhere; or

a receiver, a receiver and manager or an equivalent person has been appointed,

whether in Singapore or elsewhere, in relation to or in respect of any property of the

person making the offer (being an entity), the issuer or the trustee-manager of the

business trust, or in relation to or in respect of the trust property of the business trust.

(21)  Any person making an offer may, within 30 days after he is notified that the Authority

has refused to register a prospectus or profile statement to which his offer relates under

subsection (18) or (19), appeal to the Minister whose decision shall be final.

(22)  If —

a prospectus or profile statement is issued, circulated or distributed before it has been

registered by the Authority; or

an application to subscribe for or purchase units or derivatives of units in a business

trust is accepted, or units or derivatives of units in a business trust are allotted, issued

or sold, before a prospectus and, where applicable, profile statement, where

applicable, in respect of the units or derivatives of units has been registered by the

Authority,

the person making the offer and every person who is knowingly a party to —

the issue, circulation or distribution of the prospectus or profile statement;

the acceptance of the application to subscribe for or purchase the units or derivatives

of units; or

the allotment, issue or sale of the units or derivatives of units,

as the case may be, shall be guilty of an offence and shall be liable on conviction to a fine not

exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the

case of a continuing offence, to a further fine not exceeding $15,000 for every day or part

thereof during which the offence continues after conviction.

(23)    Regulations made under this section may provide that a contravention of specified

provisions thereof shall be an offence and may provide for penalties not exceeding a fine of

$50,000.

(24)  For the purposes of subsections (18)(a) and (19)(a), any reference to a statement shall

include a reference to any information presented, regardless of whether such information is in

text or otherwise.

[SFA, s. 240]

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(a)

(b)

(i)

(A)

(B)

(ii)

(c)

(a)

(b)

(c)

(d)

(a)

(b)

Lodging supplementar y document or r eplacement document

282D.—(1)  If, after a prospectus or profile statement is registered but before the close of the

offer of units or derivatives of units in a business trust, the person making that offer becomes

aware of —

a false or misleading statement in the prospectus or profile statement;

an omission from the prospectus of any information that should have been included

in it under section 282F, or an omission from the profile statement of any information

that should have been included in it under section 282G, as the case may be; or

a new circumstance that —

has arisen since the prospectus or profile statement was lodged with the

Authority; and

would have been required by —

section 282F to be included in the prospectus; or

section 282G to be included in the profile statement,

if it had arisen before the prospectus or the profile statement, as the case may

be, was lodged,

and that is materially adverse from the point of view of an investor, the person may

lodge a supplementary or replacement prospectus, or a supplementary or replacement

profile statement (referred to in this section as a supplementary or replacement

document, as the case may be), with the Authority.

(2)  At the beginning of a supplementary document, there shall be —

a statement that it is a supplementary prospectus or a supplementary profile

statement, as the case may be;

an identification of the prospectus or profile statement it supplements;

an identification of any previous supplementary document lodged with the Authority

in relation to the offer; and

a statement that it is to be read together with the prospectus or profile statement it

supplements and any previous supplementary document in relation to the offer.

(3)  At the beginning of a replacement document, there shall be —

a statement that it is a replacement prospectus or a replacement profile statement, as

the case may be; and

an identification of the prospectus or profile statement it replaces.

(4)  The supplementary document and the replacement document must be dated with the date

on which they are lodged with the Authority.

(5)  The person making the offer shall take reasonable steps —

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(a)

(b)

(a)

(b)

(a)

(b)

(A)

(B)

(i)

(a)

to inform potential investors of the lodgment of any supplementary or replacement

document under subsection (1); and

to make available to them the supplementary document or replacement document.

(6)    For the purposes of the application of this Division to events that occur after the

lodgment of the supplementary document —

where the supplementary document is a supplementary prospectus, the prospectus in

relation to the offer shall be taken to be the original prospectus together with the

supplementary prospectus and any previous supplementary prospectus in relation to

the offer; and

where the supplementary document is a supplementary profile statement, the profile

statement in relation to the offer shall be taken to be the original profile statement

together with the supplementary profile statement and any previous supplementary

profile statement in relation to the offer.

(7)    For the purposes of the application of this Division to events that occur after the

lodgment of the replacement document —

where the replacement document is a replacement prospectus, the prospectus in

relation to the offer shall be taken to be the replacement prospectus; and

where the replacement document is a replacement profile statement, the profile

statement in relation to the offer shall be taken to be the replacement profile

statement.

(8)  If a supplementary document or replacement document is lodged with the Authority, the

offer shall be kept open for at least 14 days after the lodgment of the supplementary document

or replacement document.

(9)  Where, prior to the lodgment of the supplementary document or replacement document,

applications have been made under the original prospectus or profile statement to subscribe for

units or derivatives of units in a business trust, then —

where the units or derivatives of units have not been issued to the applicants, the

person making the offer —

shall —

within 2 days (excluding any Saturday, Sunday or public holiday)

from the date of lodgment of the supplementary document or

replacement document, give the applicants notice in writing of how

to obtain, or arrange to receive, a copy of the supplementary

document or replacement document, as the case may be, and

provide the applicants with an option to withdraw their applications;

and

take all reasonable steps to make available within a reasonable

period the supplementary document or replacement document, as

the case may be, to the applicants who have indicated that they wish

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(ii)

(A)

(B)

(iii)

(A)

(B)

(i)

(ii)

(A)

(B)

(iii)

(b)

to obtain, or who have arranged to receive, a copy of the

supplementary document or replacement document;

shall, within 7 days from the date of lodgment of the supplementary

document or replacement document, give the applicants the supplementary

document or replacement document, as the case may be, and provide the

applicants with an option to withdraw their applications; or

shall —

treat the applications as withdrawn and cancelled, in which case the

applications shall be deemed to have been withdrawn and cancelled;

and

within 7 days from the date of lodgment of the supplementary

document or replacement document, pay to the applicants all

moneys the applicants have paid on account of their applications for

the units or derivatives of units in the business trust; or

where the units or derivatives of units have been issued to the applicants, the person

making the offer —

shall —

within 2 days (excluding any Saturday, Sunday or public holiday)

from the date of lodgment of the supplementary document or

replacement document, give the applicants notice in writing of how

to obtain, or arrange to receive, a copy of the supplementary

document or replacement document, as the case may be, and

provide the applicants with an option to return, to the person making

the offer, those units or derivatives of units in the business trust

which they do not wish to retain title in; and

take all reasonable steps to make available within a reasonable

period the supplementary document or replacement document, as

the case may be, to the applicants who have indicated that they wish

to obtain, or who have arranged to receive, a copy of the

supplementary document or replacement document;

shall, within 7 days from the date of lodgment of the supplementary

document or replacement document, give the applicants the supplementary

document or replacement document, as the case may be, and provide the

applicants with an option to return, to the person making the offer, those

units or derivatives of units in the business trust which they do not wish to

retain title in; or

shall —

treat the issue of the units or derivatives of units in the business trust

as void, in which case the issue shall be deemed void; and

within 7 days from the date of lodgment of the supplementary

document or replacement document, pay to the applicants all

moneys paid by them for the units or derivatives of units.

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(A)

(B)

(i)

(ii)

(A)

(B)

(iii)

(a)

(10)    An applicant who wishes to exercise his option under subsection (9)(a)(i) or (ii) to

withdraw his application shall, within 14 days from the date of lodgment of the supplementary

document or replacement document, notify the person making the offer of this, whereupon that

person shall, within 7 days from the receipt of such notification, pay to the applicant all moneys

paid by him on account of his application for the units or derivatives of units in the business

trust.

(11)    An applicant who wishes to exercise his option under subsection (9)(b)(i) or (ii) to

return units or derivatives of units in the business trust issued to him shall, within 14 days from

the date of lodgment of the supplementary document or replacement document, notify the

person making the offer of this and return all documents, if any, purporting to be evidence of

title to those units or derivatives of units to that person, whereupon that person shall, within 7

days from the receipt of such notification and documents, if any, pay to the applicant all moneys

paid by the applicant for the units or derivatives of units in the business trust, and the issue of

those units or derivatives of units shall be deemed to be void.

(12)  Where, prior to the lodgment of the supplementary document or replacement document,

applications have been made under the original prospectus or profile statement to purchase units

or derivatives of units in a business trust, then —

where the units or derivatives of units have not been transferred to the applicants, the

person making the offer —

shall —

within 2 days (excluding any Saturday, Sunday or public holiday)

from the date of lodgment of the supplementary document or

replacement document, give the applicants notice in writing of how

to obtain, or arrange to receive, a copy of the supplementary

document or replacement document, as the case may be, and

provide the applicants with an option to withdraw their applications;

and

take all reasonable steps to make available within a reasonable

period the supplementary document or replacement document, as

the case may be, to the applicants who have indicated that they wish

to obtain, or who have arranged to receive, a copy of the

supplementary document or replacement document;

shall, within 7 days from the date of lodgment of the supplementary

document or replacement document, give the applicants the supplementary

document or replacement document, as the case may be, and provide the

applicants with an option to withdraw their applications; or

shall —

treat the applications as withdrawn and cancelled, in which case the

applications shall be deemed to have been withdrawn and cancelled;

and

within 7 days from the date of lodgment of the supplementary

document or replacement document, pay to the applicants all

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(A)

(B)

(i)

(ii)

(AA)

(AB)

(A)

(B)

(iii)

(b)

moneys the applicants have paid on account of their applications for

the units or derivatives of units in the business trust; or

where the units or derivatives of units have been transferred to the applicants, the

person making the offer —

shall —

within 2 days (excluding any Saturday, Sunday or public holiday)

from the date of lodgment of the supplementary document or

replacement document, give the applicants notice in writing of how

to obtain, or arrange to receive, a copy of the supplementary

document or replacement document, as the case may be, and

provide the applicants with an option to return, to the person making

the offer, those units or derivatives of units in the business trust

which they do not wish to retain title in; and

take all reasonable steps to make available within a reasonable

period the supplementary document or replacement document, as

the case may be, to the applicants who have indicated that they wish

to obtain, or who have arranged to receive, a copy of the

supplementary document or replacement document;

shall, within 7 days from the date of lodgment of the supplementary

document or replacement document, give the applicants the supplementary

document or replacement document, as the case may be, and provide the

applicants with an option to return, to the person making the offer, those

units or derivatives of units in the business trust which they do not wish to

retain title in; or

shall treat the sale of the units or derivatives of units in the business trust as

void, in which case the sale shall be deemed void, and shall —

if documents purporting to evidence title to the units or derivatives

of units (referred to in this paragraph as the title documents) have

been issued to the applicants —

within 7 days from the date of lodgment of the

supplementary document or replacement document, inform

the applicants to return the title documents to the person

making the offer within 14 days from the date of

lodgement of the supplementary document or replacement

document; and

within 7 days from the date of the receipt of the title

documents or the date of lodgment of the supplementary

document or replacement document, whichever is the later,

pay to the applicants all moneys paid by them for the units

or derivatives of units; or

if no title documents have been issued to the applicants, within 7

days from the date of the lodgment of the supplementary document

or replacement document, pay to the applicants all moneys paid by

them for the units or derivatives of units.
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(a)

(b)

(c)

(d)

(13)  An applicant who wishes to exercise his option under subsection (12)(a)(i) or (ii) to

withdraw his application shall, within 14 days from the date of lodgment of the supplementary

document or replacement document, notify the person making the offer of this, whereupon that

person shall, within 7 days of the receipt of such notification, pay to him all moneys paid by

him on account of his application for the units or derivatives of units in the business trust.

(14)  An applicant who wishes to exercise his option under subsection (12)(b)(i) or (ii) to

return units or derivatives of units in the business trust sold to him shall, within 14 days from

the date of lodgment of the supplementary document or replacement document, notify the

person making the offer of this and return all documents, if any, purporting to evidence title to

those units or derivatives of units to the person making the offer, whereupon that person shall,

within 7 days from the receipt of such notification and documents, if any, pay to the applicant

all moneys paid by him for the units or derivatives of units and the sale of those units or

derivatives of units shall be deemed to be void.

(15)  Any person who contravenes subsection (9) or (12) 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.

(16)  Any person who contravenes any other provision of this section 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.

(17)    For the purposes of subsection (1)(a), the reference to a statement shall include a

reference to any information presented, regardless of whether such information is in text or

otherwise.

[SFA, s. 241]

Stop or der for pr ospectus and pr ofile statement

282E.—(1)  If a prospectus has been registered and —

the Authority is of the opinion that the prospectus contains a false or misleading

statement;

there is an omission from the prospectus of any information that is required to be

included in it under section 282F;

the Authority is of the opinion that the prospectus does not comply with the

requirements of this Act; or

the Authority is of the opinion that it is in the public interest to do so,

the Authority may, by an order in writing (referred to in this section as a stop order) served on

the person making the offer of units or derivatives of units in a business trust to which the

prospectus relates, direct that no or no further units or derivatives of units in the business trust

be allotted, issued or sold.

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(a)

(b)

(c)

(d)

(a)

(b)

(c)

(i)

(ii)

(a)

(b)

(2)  If a profile statement has been registered and —

the Authority is of the opinion that the profile statement contains a false or

misleading statement;

there is an omission from the profile statement of any information that is required to

be included in it under section 282G;

the Authority is of the opinion that the profile statement does not comply with the

requirements of this Act; or

the Authority is of the opinion that it is in the public interest to do so,

the Authority may, by an order in writing (referred to in this section as a stop order) served on

the person making the offer of the units or derivatives of units in a business trust to which the

profile statement relates, direct that no or no further units or derivatives of units in the business

trust allotted, issued or sold.

(3)  Notwithstanding subsections (1) and (2), the Authority shall not serve a stop order if any

of the units or derivatives of units in a business trust to which the prospectus or profile

statement relates has been issued or sold, and listed for quotation on a securities exchange and

trading in them has commenced.

(4)  The Authority shall not serve a stop order under subsection (1) or (2) without giving the

person making the offer an opportunity to be heard, except that an opportunity to be heard need

not be given if the stop order is served on the ground that it is in the public interest to do so on

the basis of any of the following circumstances:

the person making the offer (being an entity), the issuer, the trustee-manager of the

business trust or the business trust itself is in the course of being wound up or

otherwise dissolved, whether in Singapore or elsewhere;

the person making the offer (being an individual) is an undischarged bankrupt,

whether in Singapore or elsewhere;

a receiver, a receiver and manager or an equivalent person has been appointed,

whether in Singapore or elsewhere, in relation to or in respect of any property of the

person making the offer (being an entity), the issuer, the trustee-manager of the

business trust or, in relation to or in respect of the trust property of the business trust.

(5)  Where applications to subscribe for units or derivatives of units in a business trust to

which the prospectus or profile statement relates have been made prior to the stop order, then —

where the units or derivatives of units have not been issued to the applicants —

the applications shall be deemed to have been withdrawn and cancelled; and

the person making the offer shall, within 14 days from the date of the stop

order, pay to the applicants all moneys the applicants have paid on account of

their applications for the units or derivatives of units; or

where the units or derivatives of units have been issued to the applicants —

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(i)

(ii)

(i)

(ii)

(a)

(A)

(B)

(i)

(ii)

(b)

(i)

(ii)

(a)

(b)

the issue of the units or derivatives of units shall be deemed to be void; and

the person making the offer shall, within 14 days from the date of the stop

order, pay to the applicants all moneys paid by them for the units or

derivatives of units.

(6)  Where applications to purchase units or derivatives of units in a business trust to which

the prospectus or profile statement relates have been made prior to the stop order, then —

where the units or derivatives of units have not been transferred to the applicants —

the applications shall be deemed to have been withdrawn and cancelled; and

the person making the offer shall, within 14 days from the date of the stop

order, pay to the applicants all moneys the applicants have paid on account of

their applications for the units or derivatives of units; or

where the units or derivatives of units have been transferred to the applicants, the sale

shall be deemed to be void, and the person making the offer shall —

if documents purporting to evidence title to the units or derivatives of units

have been issued to the applicants —

within 7 days from the date of the stop order, inform the applicants

to return such documents to the person making the offer within 14

days from that date; and

within 7 days from the date of the receipt of those documents or the

date of the stop order, whichever is the later, pay to the applicants

all moneys paid by them for the units or derivatives of units; or

if no such documents have been issued to the applicants, within 7 days from

the date of the stop order, pay to the applicants all moneys paid by them for

the units or derivatives of units.

(7)   If the Authority is of the opinion that any delay in serving a stop order pending the

holding of a hearing required under subsection (4) is not in the interests of the public, the

Authority may, without giving an opportunity to be heard, serve an interim stop order on the

person making the offer directing that no or no further units or derivatives of units in a business

trust to which the prospectus or profile statement relates be allotted, issued or sold.

(8)  An interim stop order shall, unless revoked by the Authority, be in force —

in a case where —

it is served during a hearing under subsection (4); or

a hearing under subsection (4) is commenced while it is in force,

until the Authority makes an order under subsection (1) or (2); and

in any other case, for a period of 14 days from the day on which the interim stop

order is served.

(9)  Subsections (5) and (6) shall not apply where only an interim stop order has been served.

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(a)

(b)

(a)

(i)

(ii)

(b)

(a)

(i)

(ii)

(b)

(10)  Any person who fails to comply with a stop order served under subsection (1) or (2) or

an interim stop order served under subsection (7) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not

exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not

exceeding $15,000 for every day or part thereof during which the offence continues after

conviction.

(11)   Any person who contravenes subsection (5) or (6) 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.

(12)  For the purposes of subsections (1)(a) and (2)(a), any reference to a statement shall

include a reference to any information presented, regardless of whether such information is in

text or otherwise.

[SFA, s. 242]

Contents of pr ospectus

282F.—(1)  A prospectus for an offer of units or derivatives of units in a business trust shall

contain —

all the information that investors and their professional advisers would reasonably

require to make an informed assessment of the matters specified in subsection (3);

and

the matters prescribed by the Authority.

(2)  The prospectus shall, with respect to subsection (1)(a), contain such information —

only to the extent to which it is reasonable for investors and their professional

advisers to expect to find in the prospectus; and

only to the extent that a person whose knowledge is relevant —

actually knows the information; or

in the circumstances ought reasonably to have obtained the information by

making enquiries.

(3)  The matters referred to in subsection (1)(a) shall relate to —

the rights and liabilities attaching to the units or derivatives of units in the business

trust;

where the person making the offer of units or derivatives of units in the business trust

is the trustee-manager of the business trust or the trustee-manager of the business

trust is controlled by —

the person making the offer;

one or more of the related parties of the person making the offer; or

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(iii)

(i)

(ii)

(iii)

(c)

(i)

(ii)

(iii)

(d)

(a)

(b)

(c)

(a)

(b)

(c)

(d)

(e)

the person making the offer and one or more of his related parties,

the assets and liabilities, profits and losses and financial position and performance of

the business trust and of the trustee-manager, and the prospects of the business trust;

where derivatives of units in the business trust are issued by an entity other than the

trustee-manager of the business trust and the person making the offer is that entity or

that entity is controlled by —

the person making the offer;

one or more of the related parties of the person making the offer; or

the person making the offer and one or more of his related parties,

the assets and liabilities, profits and losses, financial position and performance, and

prospects of that entity; and

in the case of an offer of derivatives of units in the business trust, where the person

making the offer, or an entity which is controlled by —

the person making the offer;

one or more of the related parties of the person making the offer; or

the person making the offer and one or more of his related parties,

is or will be required to issue or deliver the relevant units or derivatives of units, or

meet financial or contractual obligations to the holders of those derivatives of units,

the capacity of that person or entity to issue or deliver the relevant units or

derivatives of units in that business trust, or the ability of that person or entity to meet

those financial or contractual obligations.

(4)  In deciding what information shall be included under subsection (1)(a), regard shall be

had to —

the nature of the units or derivatives of units in the business trust and the nature of the

business trust concerned;

the matters that likely investors may reasonably be expected to know; and

the fact that certain matters may reasonably be expected to be known to the

professional advisers of such investors.

(5)  For the purposes of subsection (2)(b), a person’s knowledge is relevant only if he is one

of the following persons:

the person making the offer;

if the person making the offer is an entity, a director or equivalent person of the

entity;

the issuer;

a director or equivalent person, or a proposed director or equivalent person, of the

issuer;

a person named in the prospectus with his consent as an underwriter to the issue or

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(f)

(i)

(ii)

(g)

(h)

(a)

(b)

(i)

(ii)

(iii)

(iv)

(v)

(a)

(b)

sale;

a person named in the prospectus as a stockbroker to the issue or sale if he

participates in any way in the preparation of the prospectus;

a person named in the prospectus with his consent as having made a statement —

that is included in the prospectus; or

on which a statement made in the prospectus is based;

a person named in the prospectus with his consent as having performed a particular

professional or advisory function.

(6)    A condition requiring or binding an applicant for units or derivatives of units in a

business trust to waive compliance with any requirement of this section, or purporting to affect

him with notice of any contract, document or matter not specifically referred to in the

prospectus, shall be void.

(7)  This section does not affect any liability that a person has under any other law.

(8)    In subsection (3)(b), “assets and liabilities, profits and losses, financial position and

performance, and prospects”, in relation to a business trust, means —

the assets and liabilities, profits and losses, financial position and performance of that

business trust derived from the accounting records and other records kept by the

trustee-manager of that business trust; and

the business and financial prospects anticipated with respect to the operations of the

trustee-manager of the business trust in its capacity as trustee-manager of the

business trust.

[SFA, s. 243]

Contents of pr ofile statement

282G.—(1)  A profile statement for an offer of units or derivatives of units in a business trust

shall contain —

the following particulars:

identification of the business trust, the trustee-manager of the business trust,

the person making the offer and the issuer;

identification of the persons signing the profile statement;

the nature of the units or derivatives of units;

the nature of the risks involved in investing in the units or derivatives of

units; and

details of all amounts payable in respect of the units or derivatives of units

(including any amount by way of fee, commission or charge);

a statement that copies of the prospectus are available for collection at the times and

places specified in the profile statement; and

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(c)

(a)

(b)

(c)

(a)

(b)

a statement that the persons referred to in section 282C(5) who have signed the

profile statement are satisfied that the profile statement contains a fair summary of

the key information in the prospectus.

(2)  A profile statement shall not contain —

any statement that is false or misleading in the form and context in which it is

included;

any material information that is not contained in the prospectus; and

any material information that differs in any material particular from that set out in the

prospectus.

(3)    For the purposes of subsection (2)(a), the reference to a statement shall include a

reference to any information presented, regardless of whether such information is in text or

otherwise.

[SFA, s. 246]

Exemption fr om r equir ements as to form or content of pr ospectus or pr ofile statement

282H.—(1)  The Authority may exempt any person or any prospectus or profile statement

from any requirement of this Act relating to the form or content of a prospectus or profile

statement, subject to such conditions or restrictions as may be determined by the Authority.

(2)    The Authority shall not grant an exemption under subsection (1) unless it is of the

opinion that —

the cost of complying with the requirement in respect of which exemption has been

applied for outweighs the resulting protection to investors; or

it would not be prejudicial to the public interest if the requirement in respect of which

the exemption has been applied for were dispensed with.

(3)    The Authority may exempt any class of persons or any class or description of

prospectuses or profile statements, from any requirement of this Act relating to the form or

content of a prospectus or profile statement, subject to such conditions or restrictions as may be

determined by the Authority.

(4)    Any person who contravenes any of the conditions or restrictions imposed under

subsection (1) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not

exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding

$5,000 for every day or part thereof during which the offence continues after conviction.

[SFA, s. 247]

Expert’s consent to issue of pr ospectus or pr ofile statement containing statement by him

282I.—(1)  Where an offer of units or derivatives of units in a business trust is made in or

accompanied by a prospectus or profile statement which includes a statement purporting to be

made by, or based on a statement made by, an expert, the prospectus or profile statement shall

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(a)

(b)

(a)

not be issued unless —

the expert has given, and has not before the registration of the prospectus or profile

statement, as the case may be, withdrawn his written consent to the issue thereof with

the statement included in the form and context in which it is included; and

there appears in the prospectus or profile statement, as the case may be, a statement

that the expert has given and has not withdrawn his consent.

(2)  Every person making the offer shall cause a true copy of every written consent referred

to in subsection (1) to be deposited, within 7 days after the registration of the prospectus or

profile statement, at the registered office of the issuer in Singapore or, if the issuer has no

registered office in Singapore, at the address in Singapore specified in the prospectus for that

purpose.

(3)  Every issuer shall keep, and make available for inspection by its members and creditors

and persons who have subscribed for or purchased the units or derivatives of units in the

business trust to which the prospectus or profile statement relates, without payment of any fee, a

true copy of every written consent deposited in accordance with subsection (2) for a period of at

least 6 months after the registration of the prospectus or profile statement.

(4)  If any prospectus or profile statement is issued in contravention of subsection (1), the

person making the offer and every person who is knowingly a party to the issue thereof shall be

guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to

imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing

offence, to a further fine not exceeding $5,000 for every day or part thereof during which the

offence continues after conviction.

(5)  The Authority may exempt any person or class of persons, or any prospectus or profile

statement or class or description of prospectuses or profile statements, from this section, subject

to such conditions or restrictions as may be determined by the Authority.

(6)    Any person who contravenes any of the conditions or restrictions imposed under

subsection (5) 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.

[SFA, s. 249]

Consent of issue manager and underwriter to being named in pr ospectus or pr ofile

statement

282J.—(1)  Where an offer of units or derivatives of units in a business trust is made in or

accompanied by a prospectus or profile statement in which a person is named as the issue

manager to the offer, the prospectus or profile statement shall not be issued unless —

the person has given, and has not before the registration of the prospectus or profile

statement, as the case may be, withdrawn his written consent to being named in the

prospectus or profile statement as issue manager to that offer; and

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(b)

(a)

(b)

(a)

(b)

there appears in the prospectus or profile statement, as the case may be, a statement

that the person has given and has not withdrawn his consent.

(2)    Where an offer of units or derivatives of units in a business trust is made in or

accompanied by a prospectus or profile statement in which a person is named as the underwriter

(but not a sub-underwriter) to the offer, the prospectus or profile statement shall not be issued

unless —

the person has given, and has not before the registration of the prospectus or profile

statement, as the case may be, withdrawn his written consent to being named in the

prospectus or profile statement as underwriter to that offer; and

there appears in the prospectus or profile statement, as the case may be, a statement

that the person has given and has not withdrawn such consent.

(3)  If any prospectus or profile statement is issued in contravention of subsection (1) or (2),

the person making the offer and every person who is knowingly a party to the issue thereof shall

be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to

imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing

offence, to a further fine not exceeding $5,000 for every day or part thereof during which the

offence continues after conviction.

(4)  Every person making the offer shall cause a true copy of every written consent referred

to in subsections (1) and (2) to be deposited, within 7 days after the registration of the

prospectus or profile statement, at the registered office of the issuer in Singapore or, if it has no

registered office in Singapore, at the address in Singapore specified in the prospectus for that

purpose.

(5)  Every issuer shall keep, and make available for inspection by its members and creditors

and persons who have subscribed for or purchased the units or derivatives of units in the

business trust to which the prospectus or profile statement relates, without payment of any fee, a

true copy of every written consent deposited in accordance with subsection (4) for a period of at

least 6 months after the registration of the prospectus or profile statement.

Dur ation of validity of pr ospectus and pr ofile statement

282K.—(1)  No person shall make an offer of units or derivatives of units in a business trust,

or allot, issue or sell any units or derivatives of units in a business trust, on the basis of a

prospectus or profile statement after the expiration of a period of 6 months from the date of

registration by the Authority of the prospectus in relation to such offer, allotment, issue or sale.

(2)  In a case where an entity makes an offer of units or derivatives of units in a business trust

or where the units or derivatives of units in a business trust being offered are those issued by an

entity or a proposed entity, no officer or equivalent person or promoter of the entity or proposed

entity shall authorise or permit —

the offer of those units or derivatives of units; or

the allotment, issue or sale of those units or derivatives of units,

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(a)

(i)

(ii)

(b)

(a)

(b)

(A)

(B)

(i)

on the basis of a prospectus or profile statement after the expiration of a period of 6 months

from the date of registration by the Authority of the prospectus in relation to such offer,

allotment, issue or sale.

(3)  If default is made in complying with subsection (1) or (2), the person and, in the case of

an entity or proposed entity, every officer or equivalent person or promoter of the entity or

proposed entity shall be guilty of an offence and shall be liable on conviction to a fine not

exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both and, in the

case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof

during which the offence continues after conviction.

(4)  An allotment, an issue or a sale of units or derivatives of units in a business trust that is

made in contravention of subsection (1) or (2) shall not, by reason only of that fact, be voidable

or void.

[SFA, s. 250]

Restrictions on advertisements, etc.

282L.—(1)  If a prospectus is required for an offer or intended offer of units or derivatives of

units in a business trust, a person shall not —

advertise the offer or intended offer; or

publish a statement that —

directly or indirectly refers to the offer or intended offer; or

is reasonably likely to induce persons to subscribe for or purchase the units

or derivatives of units,

unless the advertisement or publication is authorised by this section.

(2)  In determining whether a statement —

indirectly refers to an offer or intended offer of units or derivatives of units in a

business trust; or

is reasonably likely to induce persons to subscribe for or purchase units or derivatives

of units in a business trust,

regard shall be had to whether the statement —

forms part of —

the normal advertising by a trustee-manager of a business trust on behalf of

the business trust in respect of the products or services offered by the trusteemanager on behalf of the business trust, «and is genuinely directed at

maintaining existing customers, or attracting new customers, for those

products or services; or

the normal advertising of an entity’s products or services, «and is genuinely

directed at maintaining its existing customers, or attracting new customers,

for those products or services;

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(ii)

(iii)

(i)

(ii)

(iii)

(a)

(b)

(c)

(a)

communicates information that materially deals with the affairs of the business trust

or the entity; «and

is likely to encourage investment decisions being made on the basis of the statement

rather than on the basis of information contained in a prospectus or profile statement.

(3)  Notwithstanding subsection (6), a person may, before a prospectus or profile statement is

registered by the Authority, disseminate a preliminary document which has been lodged with

the Authority to institutional investors, relevant persons as defined in section 282Z(3) or

persons to whom an offer referred to in section 282Z(2) is to be made without contravening

subsection (1), if —

the front page of the preliminary document contains —

the following statement:

“This is a preliminary document «and is subject to further amendments

«and completion in the prospectus to be registered by the Monetary

Authority of Singapore.”;

a statement that a person to whom a copy of the preliminary document has

been issued shall not circulate it to any other person; «and

a statement in bold lettering that no offer or agreement shall be made on the

basis of the preliminary document to purchase or subscribe for any units or

derivatives of units in the business trust to which the preliminary document

relates;

the preliminary document does not contain or have attached to it any form of

application that will facilitate the making by any person of an offer of the units or

derivatives of units in the business trust to which the preliminary document relates, or

the acceptance of such an offer by any person; «and

when the prospectus is registered by the Authority, the person takes reasonable steps

to notify the persons to whom the preliminary document was issued that the

registered prospectus is available for collection.

(4)    Notwithstanding subsection (6), a person does not contravene subsection (1) by

presenting oral or written material, on matters contained in a preliminary document which has

been lodged with the Authority, to institutional investors, relevant persons as defined in

section 282Z(3) or persons to whom an offer referred to in section 282Z(2) is to be made before

a prospectus or profile statement is registered by the Authority.

(5)  For the avoidance of doubt, a person may disseminate a prospectus or profile statement

that has been registered by the Authority under section 282C without contravening

subsection (1).

(6)  Before a prospectus or profile statement is registered, an advertisement or a publication

does not contravene subsection (1) if it contains only the following:

a statement that identifies the units or derivatives of units in the business trust, the

person making the offer, the issuer, the business trust «and the trustee-manager of the

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(b)

(c)

(d)

(a)

(b)

(c)

(a)

(b)

(i)

(ii)

(c)

business trust;

a statement that a prospectus or profile statement for the offer will be made available

when the offer is made;

a statement that anyone wishing to acquire the units or derivatives of units in the

business trust will need to make an application in the manner set out in the prospectus

or profile statement; «and

a statement of how to obtain, or arrange to receive, a copy of the prospectus or profile

statement.

(7)    To satisfy subsection (6), the advertisement or publication shall include all of the

statements referred to in paragraphs (a), (b) «and (c) of that subsection, «and may include the

statement referred to in paragraph (d).

(8)  After a prospectus or profile statement is registered with the Authority, an advertisement

or a publication does not contravene subsection (1) if —

it includes a statement that the prospectus or profile statement in respect of the offer

of units or derivatives of units in the business trust is available for collection at the

times «and places specified in the statement;

it includes a statement that anyone wishing to acquire the units or derivatives of units

in the business trust will need to make an application in the manner set out in the

prospectus or profile statement; «and

it does not contain any information that is not included in the prospectus or profile

statement.

(9)  An advertisement or a publication does not contravene subsection (1) if it —

consists solely of a disclosure, notice or report required under this «Act, or any listing

rules or other requirements of a «securities exchange, «futur es exchange or overseas

«securities exchange made by any person;

consists solely of a notice or report of a general meeting or proposed general meeting

of the person making the offer, the issuer, the trustee-manager of the business trust or

any entity, a notice or report of a general meeting or proposed general meeting of the

unitholders of the business trust, or a presentation of oral or written material on

matters so contained in the notice or report at the general meeting;

consists solely of a report about the issuer or the business trust whose units or

derivatives of units are the subject of the offer or intended offer that is published by

the person making the offer, the issuer or the trustee-manager of the business trust,

which —

does not contain information that materially affects the affairs of the issuer or

the business trust other than information previously made available in a

prospectus that has been registered by the Authority, an annual report or a

disclosure, notice or report referred to in paragraph (a) or (b); «and

does not refer (directly or indirectly) to the offer or intended offer;

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(d)

(i)

(ii)

(iii)

(iv)

(e)

(i)

(ii)

(iii)

(iv)

(f)

(g)

(i)

(ii)

(h)

(i)

(a)

consists solely of a statement made by the person making the offer, the issuer or the

trustee-manager of the business trust that a prospectus or profile statement in respect

of the offer or intended offer has been lodged with the Authority;

is a news report, or a genuine comment, by a person other than any person referred to

in paragraph (f)(i), (ii), (iii) or (iv), in a newspaper, periodical or magazine or on

radio, television or any other means of broadcasting or communication, relating to —

a prospectus or profile statement that has been lodged with the Authority or

information contained in such a prospectus or profile statement;

a disclosure, notice or report referred to in paragraph (a);

a notice, report, presentation, general meeting or proposed general meeting

referred to in paragraph (b);

a report referred to in paragraph (c);

is a report about the units or derivatives of units in a business trust which are the

subject of the offer or intended offer, published by someone who is not —

the person making the offer, the issuer or the trustee-manager of the business

trust;

a director or equivalent person of the person making the offer, the issuer or

the trustee-manager of the business trust;

a person who has an interest in the success of the issue or sale of the units or

derivatives of units in the business trust; or

a person acting at the instigation of, or by arrangement with, any person

referred to in sub-paragraph (i), (ii) or (iii);

is a disclosure, notice, report or publication of a description prescribed by the

Authority, «and such other conditions as the Authority may prescribe are satisfied; or

is a publication made by the person making the offer, the issuer or the trusteemanager of the business trust solely to correct or provide clarification on any

erroneous or inaccurate information or comment contained in —

an earlier news report or a genuine comment referred to in paragraph (e); or

an earlier publication published in the ordinary course of business of

publishing a newspaper, periodical or magazine, or of broadcasting by radio,

television or any other means of broadcasting or communication, referred to

in subsection (10),

provided that the first-mentioned publication does not contain any material

information that is not included in the prospectus.

(10)  A person does not contravene subsection (1) if —

he publishes any advertisement or publication in the ordinary course of a business

of —

publishing a newspaper, periodical or magazine; or

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(ii)

(b)

(a)

(b)

(c)

broadcasting by radio, television or any other means of broadcasting or

communication; «and

he did not know «and had no reason to suspect that its publication would constitute a

contravention of subsection (1).

(11)   Subsection (9)(e) «and (f) shall not apply to an advertisement or a statement if any

person gives consideration or any other benefit for the publication of the advertisement or

statement.

(12)  Any person who contravenes subsection (1) or who knowingly authorised or permitted

the publication or dissemination in contravention of subsection (1) shall be guilty of an offence

«and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a

term not exceeding 12 months or to both «and, in the case of a continuing offence, to a further

fine not exceeding $5,000 for every day or part thereof during which the offence continues after

conviction.

(13)  This section does not affect any liability that a person has under any other law.

(14)  The Authority may exempt any person or class of persons from this section, subject to

such conditions or restrictions as may be determined by the Authority.

(15)    Any person who contravenes any of the conditions or restrictions imposed under

subsection (14) 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.

(16)    For the purposes of this section, any reference to publishing a statement shall be

construed as including a reference to making a statement, whether oral or written, which is

reasonably likely to be published.

(17)  For the purposes of subsections (1) «and (2), any reference to a statement shall include

a reference to any information presented, regardless of whether such information is in text or

otherwise.

(18)  For the purposes of subsection (2)(ii), the reference to affairs of the business trust or the

entity shall —

in the case of the business trust, be construed to refer to such matters as may be

prescribed by the Authority;

in the case where the entity is a corporation, be construed as including a reference to

the matters referred to in section 2(2); «and

in the case where the entity is not a corporation, be construed to refer to such matters

as may be prescribed by the Authority.

(19)    For the purposes of subsection (9)(c)(i), the reference to affairs of the issuer or the

business trust shall —

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(a)

(b)

(c)

(a)

(b)

(i)

(ii)

(c)

(a)

in the case where the issuer is a corporation, be construed as including a reference to

the matters referred to in section 2(2);

in the case where the issuer is not a corporation, be construed to refer to such matters

as may be prescribed by the Authority; «and

in the case of the business trust, be construed to refer to such matters as may be

prescribed by the Authority.

[SFA, s. 251]

Per sons liable on pr ospectus or pr ofile statement to inform per son making offer about

certain deficiencies

282M.—(1)  A person referred to in section 282O(3) (other than paragraph (a)) shall notify

in writing the person making the offer of units or derivatives of units in a business trust, as soon

as practicable, if he becomes aware at any time after the prospectus or profile statement is

registered by the Authority but before the close of the offer that —

a statement in the prospectus or the profile statement is false or misleading;

there is an omission to state any information required to be included in the prospectus

under section 282F or there is an omission to state any information required to be

included in the profile statement under section 282G, as the case may be; or

a new circumstance —

has arisen since the prospectus or the profile statement was lodged with the

Authority; and

would have been required to be included in the prospectus under

section 282F, or required to be included in the profile statement under

section 282G, as the case may be, if it had arisen before the prospectus or the

profile statement was lodged with the Authority,

and the failure to so notify would have been materially adverse from the point of view of an

investor.

(2)  Any person who contravenes subsection (1) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $50,000.

(3)    For the purposes of subsection (1)(a), any reference to a statement shall include a

reference to any information presented, regardless of whether such information is in text or

otherwise.

[SFA, s. 252]

Criminal liability for false or misleading statements

282N.—(1)  Where an offer of units or derivatives of units in a business trust is made in or

accompanied by a prospectus or profile statement, or, in the case of an offer referred to in

section 282ZC, where a prospectus or profile statement is prepared and issued in relation to the

offer, and —

a false or misleading statement is contained in —

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(i)

(ii)

(b)

(i)

(ii)

(c)

(a)

(i)

(ii)

(b)

(i)

(ii)

(iii)

(c)

the prospectus or the profile statement; or

any application form for the units or derivatives of units;

there is an omission to state any information required to be included in the prospectus

under section 282F or there is an omission to state any information required to be

included in the profile statement under section 282G, as the case may be; or

there is an omission to state a new circumstance that —

has arisen since the prospectus or the profile statement was lodged with the

Authority; and

would have been required to be included in the prospectus under

section 282F, or required to be included in the profile statement under

section 282G, as the case may be, if it had arisen before the prospectus or the

profile statement was lodged with the Authority,

the persons referred to in subsection (4) shall be guilty of an offence even if such persons,

unless otherwise specified, were not involved in the making of the false or misleading statement

or the omission, and shall be liable on conviction to a fine not exceeding $150,000 or to

imprisonment for a term not exceeding 2 years or to both and, in the case of a continuing

offence, to a further fine not exceeding $15,000 for every day or part thereof during which the

offence continues after conviction.

(2)  For the purposes of subsection (1), a false or misleading statement about a future matter

(including the doing of, or the refusal to do, an act) is taken to have been made if a person made

the statement without having reasonable grounds for making the statement.

(3)  A person shall not be taken to have contravened subsection (1) if the false or misleading

statement, or the omission to state any information or new circumstance, is not materially

adverse from the point of view of the investor.

(4)  The persons guilty of the offence are —

the person making the offer;

where the person making the offer is an entity —

each director or equivalent person of the entity; and

if the entity is also the issuer, each person who is, and who has consented to

be, named in the prospectus or profile statement as a proposed director or an

equivalent person of the entity;

where the issuer is controlled by the person making the offer, one or more of the

related parties of the person making the offer, or the person making the offer and one

or more of his related parties —

the issuer;

each director or equivalent person of the issuer; and

each person who is, and who has consented to be, named in the prospectus or

profile statement as a proposed director or an equivalent person of the issuer;

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(i)

(ii)

(iii)

(d)

(i)

(ii)

(iii)

(e)

(i)

(ii)

(f)

(g)

(i)

(ii)

(a)

an issue manager to the offer of the units or derivatives of units in the business trust

who is, and who has consented to be, named in the prospectus or profile statement,

if —

he intentionally or recklessly makes the false or misleading statement or

omits to state the information or circumstance;

knowing that the statement in the prospectus or profile statement is false or

misleading or that the information or circumstance has been omitted, he fails

to take such remedial action as is appropriate in the circumstances without

delay; or

he is reckless as to whether the statement is false or misleading or whether

the information or circumstance has been included;

an underwriter (but not a sub-underwriter) to the issue or sale of the units or

derivatives of units in the business trust who is, and who has consented to be, named

in the prospectus or profile statement, if —

he intentionally or recklessly makes the false or misleading statement or

omits to state the information or circumstance;

knowing that the statement is false or misleading or that the information or

circumstance has been omitted, he fails to take such remedial action as is

appropriate in the circumstances without delay; or

he is reckless as to whether the statement is false or misleading or whether

the information or circumstance has been included;

a person named in the prospectus or the profile statement with his consent as having

made —

the statement that is false or misleading, if he intentionally or recklessly

makes that statement; or

a statement on which the false or misleading statement is based, if he knows

that the second-mentioned statement is false or misleading and fails to take

immediate steps to withdraw his consent,

but only in respect of the inclusion of the false or misleading statement; and

any other person who intentionally or recklessly makes the false or misleading

statement, or omits to state the information or circumstance, as the case may be, but

only in respect of the inclusion of the statement or the omission to state the

information or circumstance, as the case may be.

(5)  For the purposes of subsection (4) and this subsection —

remedial action includes any of the following:

preventing the statement from being included, or having the information or

circumstance included, in the prospectus or profile statement, as the case

may be;

procuring the lodgment of a supplementary or replacement prospectus under

section 282D; and

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(i)

(ii)

(b)

(i)

(ii)

(a)

(b)

(i)

(ii)

(c)

a person is reckless as to the matter referred to in subsection (4)(d)(iii) or (e)(iii) if,

having been put upon inquiry that the statement to be, or which has been, included in

the prospectus or profile statement is likely to be false or misleading, that the

information or circumstance is likely to be required to be included in that document,

or that there is likely to be an omission to state the information or circumstance in

that document, he fails to —

make all inquiries as are reasonable in the circumstances to verify this; and

take such remedial action as is appropriate in the circumstances without

delay, if such action is warranted by the outcome of the inquiries.

(6)  For the purposes of this section, any reference to a statement shall include a reference to

any information presented, regardless of whether such information is in text or otherwise.

[SFA, s. 253]

Civil liability for false or misleading statements

282O.—(1)  Where an offer of units or derivatives of units in a business trust is made in or

accompanied by a prospectus or profile statement, or, in the case of an offer referred to in

section 282ZC, where a prospectus or profile statement is prepared and issued in relation to the

offer, and —

a false or misleading statement is contained in —

the prospectus or the profile statement; or

any application form for the units or derivatives of units;

there is an omission to state any information required to be included in the prospectus

under section 282F or there is an omission to state any information required to be

included in the profile statement under section 282G, as the case may be; or

there is an omission to state a new circumstance that —

has arisen since the prospectus or the profile statement was lodged with the

Authority; and

would have been required to be included in the prospectus under

section 282F, or required to be included in the profile statement under

section 282G, as the case may be, if it had arisen before the prospectus or the

profile statement was lodged with the Authority,

the persons referred to in subsection (3) shall be liable to compensate any person who suffers

loss or damage as a result of the false or misleading statement in or omission from the

prospectus or the profile statement, even if such persons, unless otherwise specified, were not

involved in the making of the false or misleading statement or the omission.

(2)  For the purposes of subsection (1), a false or misleading statement about a future matter

(including the doing of, or the refusal to do, an act) is taken to have been made if a person

makes the statement without having reasonable grounds for making the statement.

(3)  The persons liable are —

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(a)

(i)

(ii)

(b)

(i)

(ii)

(iii)

(c)

(d)

(e)

(i)

(ii)

(f)

(g)

the person making the offer;

where the person making the offer is an entity —

each director or equivalent person of the entity; and

if the entity is also the issuer, each person who is, and who has consented to

be, named in the prospectus or profile statement as a proposed director or an

equivalent person of the entity;

where the issuer is controlled by the person making the offer, one or more of the

related parties of the person making the offer, or the person making the offer and one

or more of his related parties —

the issuer;

each director or equivalent person of the issuer; and

each person who is, and who has consented to be, named in the prospectus or

the profile statement as a proposed director or an equivalent person of the

issuer;

an issue manager to the offer of the units or derivatives of units in the business trust

who is, and who has consented to be, named in the prospectus or the profile

statement;

an underwriter (but not a sub-underwriter) to the issue or sale of the units or

derivatives of units in the business trust who is, and who has consented to be, named

in the prospectus or the profile statement;

a person named in the prospectus or the profile statement with his consent as having

made a statement —

that is included in the prospectus or the profile statement; or

on which a statement made in the prospectus or the profile statement is

based,

but only in respect of the inclusion of that statement; and

any other person who made the false or misleading statement or omitted to state the

information or circumstance, as the case may be, but only in respect of the inclusion

of the statement or the omission to state the information or circumstance.

(4)  A person who acquires units or derivatives of units in a business trust as a result of an

offer that was made in or accompanied by a profile statement is taken to have acquired the units

or derivatives of units in reliance on both the profile statement and the prospectus for the offer.

(5)  For the purposes of this section, any reference to a statement shall include a reference to

any information presented, regardless of whether such information is in text or otherwise.

(6)  No action under subsection (1) shall be commenced after the expiration of 6 years from

the date on which the cause of action arose.

(7)  This section shall not affect any liability that a person has under any other law.

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(a)

(b)

(a)

(b)

(i)

(ii)

(a)

(b)

(a)

(b)

(c)

[SFA, s. 254]

Defences

282P.—(1)    A person referred to in section 282N(4)(a), (b) or (c) is not liable under

section 282N(1), and a person referred to in section 282O(3) is not liable under

section 282O(1), only because of a false or misleading statement in a prospectus or a profile

statement if the person proves that he —

made all inquiries (if any) that were reasonable in the circumstances; and

after doing so, believed on reasonable grounds that the statement was not false or

misleading.

(2)  A person referred to in section 282N(4)(a), (b) or (c) is not liable under section 282N(1),

and a person referred to in section 282O(3) is not liable under section 282O(1), only because of

an omission from a prospectus or a profile statement in relation to a particular matter if the

person proves that he —

made all inquiries (if any) that were reasonable in the circumstances; and

after doing so, believed on reasonable grounds that there was no omission from the

prospectus or profile statement in relation to that matter.

(3)    A person is not liable under section 282N(1) or 282O(1) only because of a false or

misleading statement in, or an omission from, a prospectus or a profile statement if the person

proves that he placed reasonable reliance on information given to him by —

if the person is an entity, someone other than —

a director or equivalent person; or

an employee or agent,

of the entity; or

if the person is an individual, someone other than an employee or agent of the

individual.

(4)  For the purposes of subsection (3), a person is not the agent of an entity or individual

merely because he performs a particular professional or advisory function for the entity or

individual.

(5)  A person who is named in a prospectus or a profile statement as —

a proposed director or equivalent person of the issuer, or an issue manager or

underwriter;

having made a statement included in the prospectus or the profile statement; or

having made a statement on the basis of which a statement is included in the

prospectus or the profile statement,

is not liable under section 282N(1) or 282O(1) only because of a false or misleading statement

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(a)

(b)

(a)

(b)

(a)

(b)

in, or an omission from, the prospectus or the profile statement if the person proves that he

publicly withdrew his consent to being named in the prospectus or the profile statement in that

way.

(6)    A person is not liable under section 282N(1) or 282O(1) only because of a new

circumstance that has arisen since the prospectus or the profile statement was lodged with the

Authority if the person proves that he was not aware of the matter.

(7)  For the purposes of this section, any reference to a statement shall include a reference to

any information presented, regardless of whether such information is in text or otherwise.

[SFA, s. 255]

Document containing offer of units or derivatives of units for sale deemed pr ospectus

282Q.—(1)  Subsection (2) applies where —

an entity allots or agrees to allot to any person any units or derivatives of units in a

business trust with a view to all or any of them being subsequently offered for sale to

another person; and

such offer (referred to in this section as a subsequent offer) does not qualify for an

exemption under Subdivision (3) of this Division (other than section 282ZC).

(2)  Any document by which the subsequent offer is made shall for all purposes be deemed to

be a prospectus issued by the entity, and the entity shall for all purposes be deemed to be the

person making the offer, and all written laws and rules of law as to the contents of prospectuses

and to liability in respect of statements and non-disclosure in prospectuses, or otherwise relating

to prospectuses, shall apply and have effect accordingly as if —

an offer of units or derivatives of units in the business trust has been made; and

persons accepting the subsequent offer in respect of any units or derivatives of units

in the business trust were subscribers therefor,

but without prejudice to the liability, if any, of the persons making the subsequent offer, in

respect of statements or non-disclosures in the document or otherwise.

(3)  For the purposes of this Act, it shall, unless the contrary is proved, be sufficient evidence

that an allotment of, or an agreement to allot, units or derivatives of units in a business trust was

made with a view to the units or derivatives of units being subsequently offered for sale if it is

shown —

that an offer of the units or derivatives of units or of any of them for sale was made

within 6 months after the allotment or agreement to allot; or

that at the date when the offer was made the whole consideration to be received by

the entity in respect of the units or derivatives of units had not been so received.

(4)    The requirements of this Division as to prospectuses shall have effect as though the

persons making the subsequent offer were persons named in the prospectus as directors or

equivalent persons of the entity.

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(a)

(b)

(a)

(b)

(i)

(5)   In addition to complying with the other requirements of this Division, the document

making the subsequent offer shall state —

the net amount of the consideration received or to be received by the entity in respect

of the units or derivatives of units in the business trust being offered; and

the place and time at which a copy of the contract under which the units or

derivatives of units in the business trust have been or are to be allotted may be

inspected.

[SFA, s. 257]

Application and moneys to be held in tr ust in separ ate bank account until allotment

282R.—(1)  All application and other moneys paid prior to allotment by any applicant on

account of units or derivatives of units in a business trust offered to him shall, until the

allotment of the units or derivatives of units in the business trust, be held by the person making

the offer of the units or derivatives of units upon trust for the applicant in a separate bank

account, being a bank account that is established and kept by the person solely for the purpose

of depositing the application and other moneys that are paid by applicants for those units or

derivatives of units.

(2)  There shall be no obligation or duty on any bank with which any such moneys have been

deposited to enquire into or see to the proper application of those moneys, so long as the bank

acts in good faith.

(3)  Any person who contravenes subsection (1) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not

exceeding 2 years or to both 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.

[SFA, s. 258]

Allotment of units or derivatives of units wher e pr ospectus indicates application to list on

securities exchange

282S.—(1)  Where a prospectus states or implies that application has been or will be made

for permission for the units or derivatives of units in a business trust offered thereby to be listed

for quotation on any securities exchange, and —

the permission is not applied for in the form required by the securities exchange

within 3 days from the date of the issue of the prospectus; or

the permission is not granted before the expiration of 6 weeks from the date of the

issue of the prospectus or such longer period not exceeding 12 weeks from the date of

the issue as is, within those 6 weeks, notified to the applicant by or on behalf of the

securities exchange,

then —

any allotment whenever made of units or derivatives of units made on an application

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(ii)

(a)

(b)

(a)

(b)

(a)

(b)

in pursuance of the prospectus shall, subject to subsection (3), be void; and

any person who continues to allot such units or derivatives of units after the period

specified in paragraph (a) or (b), shall be guilty of an offence and shall be liable on

conviction to a fine not exceeding $150,000 or to imprisonment for a term not

exceeding 2 years or to both and, in the case of a continuing offence, to a further fine

not exceeding $15,000 for every day or part thereof during which the offence

continues after conviction.

(2)  Where, the permission has not been applied for, or has not been granted as mentioned

under subsection (1), the person making the offer shall, subject to subsection (3), immediately

repay without interest all moneys received from applicants in pursuance of the prospectus, and

if any such moneys is not repaid within 14 days after the person making the offer so becomes

liable to repay them, then —

he shall be liable to repay those moneys with interest at the rate of 10% per annum

from the expiration of such 14 days; and

where the person making the offer is an entity, in addition to the liability of the entity,

the directors or equivalent persons of the entity shall be jointly and severally liable to

repay those moneys with interest at the rate of 10% per annum from the expiration of

such 14 days.

(3)  Where in relation to any units or derivatives of units in a business trust —

permission is not applied for as specified in subsection (1)(a); or

permission is not granted as specified in subsection (1)(b),

the Authority may, on the application of the issuer made before any of the units or derivatives

of units is purported to be allotted, exempt the allotment of the units or derivatives of units from

the provisions of this section, and the Authority shall give notice of such exemption in the

Gazette.

(4)  A director or equivalent person shall not be liable under subsection (2) if he proves that

the default in the repayment of the money was not due to any misconduct or negligence on his

part.

(5)  Any condition requiring or binding any applicant for units or derivatives of units in a

business trust to waive compliance with any requirement of this section or purporting to do so

shall be void.

(6)  Without limiting the application of any of its provisions, this section shall have effect —

in relation to any units or derivatives of units in a business trust agreed to be taken by

a person underwriting an offer thereof contained in a prospectus as if he had applied

therefor in pursuance of the prospectus; and

in relation to a prospectus offering units or derivatives of units in a business trust for

sale as if a reference to sale were substituted for a reference to allotment.

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(a)

(i)

(ii)

(b)

(7)  All moneys received from applicants in pursuance of the prospectus shall be kept in a

separate bank account so long as the person making the offer may become liable to repay it

under subsection (2).

(8)  Any person who contravenes subsection (7) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not

exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not

exceeding $5,000 for every day or part thereof during which the offence continues after

conviction.

(9)  Where the securities exchange has within the time specified in subsection (1)(b) granted

permission subject to compliance with any requirements specified by the securities exchange,

permission shall be deemed to have been granted by the securities exchange if the directors or

equivalent persons of the issuer have given to the securities exchange an undertaking in writing

to comply with the requirements of the securities exchange.

(10)  If any such undertaking referred to in subsection (9) is not complied with, each director

or equivalent person who is in default 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.

(11)    A person shall not issue a prospectus inviting persons to subscribe for units or

derivatives of units in a business trust if it includes —

a false or misleading statement that permission has been granted for those units or

derivatives of units to be listed for quotation on, dealt in or quoted on any securities

exchange; or

any statement in any way referring to any such permission or to any application or

intended application for any such permission, or to listing for quotation, dealing in or

quoting the units or derivatives of units, on any securities exchange, or to any

requirement of a securities exchange, unless —

that statement is or is to the effect that permission has been granted, or that

application has been or will be made to the securities exchange within 3 days

from the date of the issue of the prospectus; or

that statement has been approved by the Authority for inclusion in the

prospectus.

(12)  Any person who contravenes subsection (11) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not

exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not

exceeding $5,000 for every day or part thereof during which the offence continues after

conviction.

(13)  Where a prospectus contains a statement to the effect that the trust deed of a business

trust or the memorandum and articles or other constituent document or documents of the issuer

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(a)

(b)

(a)

(b)

comply, or have been drawn so as to comply, with the requirements of any securities exchange,

the prospectus shall, unless the contrary intention appears from the prospectus, be deemed for

the purposes of this section to imply that application has been, or will be, made for permission

for the units or derivatives of units in the business trust to which the prospectus relates to be

listed for quotation on the securities exchange.

[SFA, s. 259]

Pr ohibition of allotment unless minimum subscription r eceived

282T.—(1)  No allotment shall be made of any units or derivatives of units in a business trust

unless —

the minimum subscription has been subscribed; and

the sum payable on application for the units or derivatives of units so subscribed has

been received by the trustee-manager of the business trust,

but if a cheque for the sum payable has been received by the trustee-manager, the sum shall be

deemed not to have been received by the trustee-manager until the cheque is paid by the bank

on which it is drawn.

(2)  The minimum subscription shall —

be calculated based on the price at which each unit or derivative of a unit is offered or

will be offered; and

be reckoned exclusively of any amount payable otherwise than in cash.

(3)  The amount payable on application for each unit or derivative of a unit offered shall not

be less than 5% of the price at which the unit or derivative of a unit is or will be offered.

(4)  If the conditions referred to in subsection (1)(a) and (b) have not been satisfied on the

expiration of 4 months after the first issue of the prospectus, all moneys received from

applicants for units or derivatives of units in the business trust shall be immediately repaid to

them without interest.

(5)  If any money referred to in subsection (4) is not repaid within 5 months after the issue of

the prospectus, the directors of the trustee-manager of the business trust shall be jointly and

severally liable to repay that money with interest at the rate of 10% per annum from the

expiration of the period of 5 months; but a director shall not be so liable if he proves that the

default in the repayment of the money was not due to any misconduct or negligence on his part.

(6)  An allotment made by the trustee-manager of a business trust of any units or derivatives

of units in the business trust to an applicant in contravention of this section shall be voidable at

the option of the applicant, whose option may be exercised by written notice served on the

trustee-manager of the business trust within one month after the date of the allotment and not

later, and the allotment shall be so voidable notwithstanding that the business trust is in the

course of being wound up.

(7)  The trustee-manager of a business trust which contravenes any of the provisions of this

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(a)

(b)

(c)

(a)

(b)

section, and every director of a trustee-manager who knowingly contravenes or permits or

authorises the contravention of any of the provisions of this section, shall be guilty of an

offence and shall be liable in addition to the penalty or punishment for the offence to pay into

the trust property of the business trust and compensate the allottee respectively for any loss,

damages or costs which the business trust (represented by any diminishment in value to the trust

property of the business trust) or the allottee has sustained or incurred thereby.

(8)    No proceedings for the recovery of any compensation under subsection (7) shall be

commenced after the expiration of 2 years from the date of the allotment.

(9)  Any condition requiring or binding any applicant for units or derivatives of units in a

business trust to waive compliance with any requirement of this section shall be void.

[SFA, s. 260]

Subdivision (2A) —Recognised business trusts

Power of Authority to r ecognise business tr usts constituted outside Singapor e

282TA.—(1)  The Authority may, upon an application made to it in such form and manner as

may be prescribed and subject to subsection (2), recognise a business trust constituted outside

Singapore.

(2)   The Authority may recognise a business trust under subsection (1) if and only if the

Authority is satisfied that —

the laws and practices of the jurisdiction under which the business trust is constituted

and regulated affords to investors in Singapore protection at least equivalent to that

provided to them under the Business Trusts Act (Cap. 31A) in the case of registered

business trusts;

the business trust satisfies such criteria as may be prescribed by the Authority; and

the person making the offer of, or the issuer of, units or derivatives of units in the

business trust, or the trustee-manager of the business trust satisfies such criteria as

may be prescribed by the Authority.

(3)  Without prejudice to subsection (2), in considering whether to recognise a business trust

under subsection (1), the Authority may have regard to such other factors as may be prescribed.

(4)  Without prejudice to subsection (2), the Authority may refuse to recognise any business

trust where it appears to the Authority that it is not in the public interest to do so.

(5)  The Authority shall not refuse to recognise a business trust under subsection (1) without

giving the person who made the application an opportunity to be heard, except that an

opportunity to be heard need not be given if the refusal is on the ground that it is not in the

public interest to recognise the business trust on the basis of any of the following

circumstances:

the person making the offer (being an entity), the issuer or the trustee-manager or the

business trust itself is in the course of being wound up or otherwise dissolved,

whether in Singapore or elsewhere;

the person making the offer (being an individual) is an undischarged bankrupt,

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(c)

whether in Singapore or elsewhere;

a receiver, a receiver and manager or an equivalent person has been appointed,

whether in Singapore or elsewhere, in relation to or in respect of any property of the

person making the offer (being an entity), the issuer or the trustee-manager of the

business trust, or in relation to or in respect of the trust property of the business trust.

(6)  Any person making an application under subsection (1) may, within 30 days after he is

notified that the Authority has refused to recognise that business trust constituted outside

Singapore under subsection (1), appeal to the Minister whose decision shall be final.

(7)  An application made under subsection (1) shall be accompanied by such information or

record as the Authority may require.

(8)    The Authority may publish for public information, in such manner as it considers

appropriate, particulars of any business trust that is recognised under subsection (1).

(9)  While a business trust remains a recognised business trust, a person making an offer of,

or an issuer of, units or derivatives of units in the trust, or the trustee-manager of the trust shall

ensure that the criteria prescribed by the Authority in accordance with subsection (2)(b) and (c)

which are applicable to him continue to be satisfied.

(10)  The trustee-manager of a recognised business trust shall furnish such information or

record regarding the business trust as the Authority may, at any time, require for the proper

administration of this Act.

(11)  Any person who contravenes subsection (9) or (10) 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.

Power of Authority to impose conditions or r estrictions

282TB.—(1)  The Authority may recognise a business trust under section 282TA(1) subject

to such conditions or restrictions as it thinks fit to impose for the purpose of protection of

investors, and the trustee-manager of the trust and a person making an offer of, or an issuer of,

units or derivatives of units in the trust shall comply with the conditions or restrictions

applicable to him.

(2)  The Authority may, at any time, by notice in writing to any of the persons referred to in

subsection (1), vary any condition or restriction or impose such further condition or restriction

as the Authority may think fit.

(3)    Any person who contravenes any condition or restriction applicable to him under

subsection (1) or (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.

Revocation, suspension or withdr awal of r ecognition

282TC.—(1)    The Authority may revoke the recognition of a recognised business trust

granted under section 282TA(1) if —

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(a)

(b)

(c)

(d)

(i)

(ii)

(iii)

(a)

(b)

the application for recognition, or any related information or record submitted to the

Authority whether at the same time as or subsequent to the application, was false or

misleading in a material particular or omitted a material particular which, had it been

known to the Authority at the time of submission, would have resulted in the

Authority not granting the recognition;

the Authority is of the opinion that the continued recognition of the business trust is

or will be against the public interest;

the Authority is of the opinion that the continued recognition of the business trust is

or will be prejudicial to its unitholders or potential unitholders; or

there has been a contravention of section 282TA(9) or (10) or a condition or

restriction referred to in section 282TB.

(2)    Where the Authority revokes the recognition of a recognised business trust under

subsection (1), the Authority may issue such directions as it deems fit to a person making an

offer of, or the issuer of, units or derivatives of units in the trust, or the trustee‐manager of the

trust, including a direction that he provides the holders of the units or derivatives of units with

an option to redeem or sell back to him their units or derivatives of units, as the case may be, on

such terms as the Authority may approve;  and the person to whom the directions are issued

shall comply with them.

(3)   In determining whether to issue a direction under subsection (2), the Authority shall

consider —

whether the trustee-manager is able to liquidate the property of the trust without

material adverse financial effect to the unitholders, and for this purpose, the factors

which the Authority may take into account include —

the liquidity of the property of the trust;

the penalties, if any, payable for liquidating the property; and

in a case where the units of the trust are also listed for quotation or quoted on

an overseas securities exchange, the potential impact which the liquidation

may have on unitholders in the country or territory where they are listed; and

where the units or derivatives of units of the trust are listed for quotation on the

official list of a securities exchange, whether the holders of the units or derivatives of

units are afforded an opportunity to liquidate, sell or redeem their units or derivatives

of units on reasonable terms in accordance with the requirements of the listing rules

of the securities exchange.

(4)  A person who without reasonable excuse contravenes any of the directions issued by the

Authority to him under subsection (2) shall be guilty of an offence and shall be liable on

conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further

fine not exceeding $15,000 for every day or part thereof during which the offence continues

after conviction.

(5)  Notwithstanding subsection (1), the Authority may, if it considers it desirable to do so,

instead of revoking the recognition of a recognised business trust, suspend the recognition of

that recognised business trust for a specific period, and may at any time remove such

suspension.
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(a)

(b)

(a)

(b)

(c)

(d)

(i)

(ii)

(iii)

(a)

(b)

(c)

(d)

(6)    Where the Authority revokes the recognition of a recognised business trust under

subsection (1) or suspends the recognition of a recognised business trust under subsection (5), it

shall notify the trustee-manager of the business trust and, where the Authority deems it

necessary, the person who made the application to the Authority for recognition of the business

trust under section 282TA(1).

(7)  Subject to subsection (8), the Authority may, upon an application in writing made to it

by the trustee-manager of the business trust or the person who made the application to the

Authority for recognition of a business trust under section 282TA(1), in such form and manner

as may be prescribed, withdraw the recognition of that recognised business trust.

(8)   The Authority may refuse to withdraw the recognition of a recognised business trust

under subsection (7) where the Authority is of the opinion that —

there is any matter concerning the recognised business trust which should be

investigated before the recognition is withdrawn; or

the withdrawal of the recognition would not be in the public interest.

(9)  The Authority shall not —

revoke the recognition of a recognised business trust under subsection (1);

impose a direction under subsection (2);

suspend the recognition of a recognised business trust under subsection (5); or

refuse the withdrawal of the recognition of a recognised business trust under

subsection (8),

without giving the person referred to in subsection (2), (6) or (7), as the case may be, an

opportunity to be heard, except that an opportunity to be heard need not be given for a

revocation or suspension on the ground that the continued recognition of the recognised

business trust is against the public interest on the basis of any of the following circumstances:

the person making the offer (being an entity), the issuer, the trustee-manager of the

recognised business trust or the recognised business trust itself is in the course of

being wound up or otherwise dissolved, whether in Singapore or elsewhere;

the person making the offer (being an individual) is an undischarged bankrupt,

whether in Singapore or elsewhere;

a receiver, a receiver and manager or an equivalent person has been appointed,

whether in Singapore or elsewhere, in relation to or in respect of any property of the

person making the offer (being an entity), the issuer or the trustee-manager, or in

relation to the trust property of the recognised business trust.

(10)  The person referred to in subsection (2), (6) or (7), as the case may be, may, within 30

days after he is notified that the Authority —

has revoked the recognition of that recognised business trust under subsection (1);

has imposed a direction on him under subsection (2);

has suspended the recognition of that recognised business trust under subsection (5);

or

has refused to withdraw the recognition of that recognised business trust under
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(a)

(b)

(a)

(b)

(i)

(ii)

(a)

(A)

(i)

(b)

subsection (8),

appeal to the Minister whose decision shall be final.

(11)  Where the Authority revokes a recognition under subsection (1), suspends a recognition

under subsection (5) or withdraws a recognition under subsection (8), it may —

impose such conditions on the revocation, suspension or withdrawal as it considers

appropriate; and

publish notice of the revocation, suspension or withdrawal, and the reason therefor, in

such manner as it considers appropriate.

Subdivision (3) —Exemptions

Issue or tr ansfer of units or derivatives of units for no consider ation

282U.—(1)  Subdivision (2) of this Division (other than section 282Q) shall not apply to an

offer of units in a business trust if no consideration is or will be given for the issue or transfer of

the units.

(2)  Subdivision (2) of this Division (other than section 282Q) shall not apply to an offer of

derivatives of units in a business trust if —

no consideration is or will be given for the issue or transfer of the derivatives of units;

and

no consideration is or will be given for the units in the business trust on the exercise

or conversion of the derivatives of units.

Small offer s

282V.—(1)    Subdivision (2) of this Division (other than section 282Q) shall not apply to

personal offers of units or derivatives of units in a business trust by a person if —

the total amount raised by the person from such offers within any period of 12

months does not exceed —

$5 million (or its equivalent in a foreign currency); or

such other amount as may be prescribed by the Authority in substitution for

the amount specified in sub-paragraph (i);

in respect of each offer, the person making the offer —

gives the person to whom he makes the offer —

in the case where the business trust is not registered under the

Business Trusts «Act (Cap. 31A), the following statement in

writing:

“This offer is made in reliance on the exemption under

section 282V(1) of the «Securities «and «Futur es «Act. It is

not made in or accompanied by a prospectus that is registered

by the Monetary Authority of Singapore «and the business

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(B)

(A)

(B)

(C)

(ii)

(c)

(i)

(ii)

(iii)

(d)

(i)

(ii)

(e)

trust is not registered under the Business Trusts «Act.”; and

in the case where the business trust is registered under the Business

Trusts «Act, the following statement in writing:

“This offer is made in reliance on the exemption under

section 282V(1) of the «Securities «and «Futur es «Act. It is

not made in or accompanied by a prospectus that is registered

by the Monetary Authority of Singapore.”; and

gives the person to whom he makes the offer a notification in writing that the

units or derivatives of units to which the offer (referred to in this subparagraph as the initial offer) relates shall not be subsequently sold to any

person, unless the offer resulting in such subsequent sale is made —

in compliance with Subdivision (2) of this Division;

in reliance on subsection (8)(c) or any other exemption under any

provision of this Subdivision (other than this subsection); or

where at least 6 months have elapsed from the date the units or

derivatives of units were acquired under the initial offer, in reliance

on the exemption under this subsection;

none of the offers is accompanied by an advertisement making an offer or calling

attention to the offer or intended offer;

no selling or promotional expenses are paid or incurred in connection with each offer

other than those incurred for administrative or professional services, or by way of

commission or fee for services rendered by —

the holder of a capital markets services licence to deal in «securities;

an exempt person in respect of dealing in «securities; or

a person who is licensed, approved, authorised or otherwise regulated under

the laws, codes or other requirements of any foreign jurisdiction in respect of

dealing in «securities, or who is exempted therefrom in respect of such

dealing; «and

no prospectus in respect of any of the offers has been registered by the Authority or,

where a prospectus has been registered —

the prospectus has expired pursuant to section 282K; or

the person making the offer has before making the offer informed the

Authority by notice in writing of its intent to make the offer in reliance on

the exemption under this subsection.

(2)  For the purposes of subsection (1)(b), where any notice, circular, material, publication or

other document is issued in connection with the offer, the person making the offer is deemed to

have given the statement «and notification to the person to whom he makes the offer in

accordance with that provision if such statement or notification is contained in the first page of

that notice, circular, material, publication or document.

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(a)

(i)

(ii)

(A)

(B)

(C)

(D)

(E)

(F)

(iii)

(b)

(a)

(b)

(c)

(3)  For the purposes of subsection (1), a personal offer of units or derivatives of units in a

business trust is one that —

may be accepted only by the person to whom it is made; «and

is made to a person who is likely to be interested in that offer, having regard to —

any previous contact before the date of the offer between the person making

the offer «and that person;

any previous professional or other connection established before that date

between the person making the offer «and that person; or

any previous indication (whether through statements made or actions carried

out) before that date by that person that indicate to —

the person making the offer;

the holder of a capital markets services licence to deal in

«securities;

an exempt person in respect of dealing in «securities;

a person licensed under the Financial Advisers «Act (Cap. 110) in

respect of the provision of financial advisory services concerning

investment products;

an exempt financial adviser as defined in section 2(1) of the

Financial Advisers «Act; or

a person who is licensed, approved, authorised or otherwise

regulated under the laws, codes or other requirements of any foreign

jurisdiction in respect of dealing in «securities or the provision of

financial advisory services concerning investment products, or who

is exempted therefrom in respect of such dealing or the provision of

such services,

that he is interested in offers of that kind.

(4)  In determining the amount raised by an offer, the following shall be included:

the amount payable for the units or derivatives of units in a business trust at the time

they are allotted, issued or sold;

if the units or derivatives of units in a business trust are issued partly-paid, any

amount payable at a future time if a call is made;

if the units or derivatives of units in a business trust carry a right (by whatever name

called) to be converted into other units or derivatives of units in the business trust or

to acquire other units or derivatives of units in the business trust, any amount payable

on the exercise of the right to convert them into, or to acquire, other units or

derivatives of units.

(5)  In determining whether the amount raised by a person from offers within a period of 12

months exceeds the applicable amount specified in subsection (1)(a), each amount raised —

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(a)

(b)

(a)

(b)

(i)

(A)

(B)

(CA)

(CB)

(CC)

(CD)

(C)

(ii)

(c)

by that person from any offer of units or derivatives of units in a business trust issued

by the same entity; or

by that person or another person from any offer of «securities which is a closely

related offer,

if any, within that period in reliance on the exemption under subsection (1), section 272A(1) or

302B(1) shall be included.

(6)  Whether an offer is a closely related offer under subsection (5) shall be determined by

considering such factors as the Authority may prescribe.

(7)  For the purpose of this section, an offer of units or derivatives of units in a business trust

made by a person acting as an agent of another person shall be treated as an offer made by that

other person.

(8)  Where units or derivatives of units in a business trust acquired through an offer made in

reliance on the exemption under subsection (1) (referred to in this subsection as an initial offer)

are subsequently sold by the person who acquired the units or derivatives of units to another

person, Subdivision (2) of this Division shall apply to the offer from the first-mentioned person

to the second-mentioned person which resulted in that sale, unless —

such offer is made in reliance on an exemption under any provision of this

Subdivision (other than this section);

such offer is made in reliance on an exemption under subsection (1) «and at least 6

months have elapsed from the date the units or derivatives of units were acquired

under the initial offer; or

such offer is one —

that may be accepted only by the person to whom it is made;

that is made to a person who is likely to be interested in the offer having

regard to —

any previous contact before the date of the offer between the person

making the initial offer «and that person;

any previous professional or other connection established before

that date between the person making the initial offer «and that

person; or

any previous indication (whether through statements made or

actions carried out) before that date by that person that indicate

to —

the person making the initial offer;

the holder of a capital markets services licence to deal in

«securities;

an exempt person in respect of dealing in «securities;

a person licensed under the Financial Advisers «Act (Cap.

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(CE)

(CF)

(AA)

(AB)

(A)

(BA)

(BB)

(BC)

(B)

(iii)

(iv)

110) in respect of the provision of financial advisory

services concerning investment products;

an exempt financial adviser as defined in section 2(1) of

the Financial Advisers «Act (Cap. 110); or

a person who is licensed, approved, authorised or

otherwise regulated under the laws, codes or other

requirements of any foreign jurisdiction in respect of

dealing in «securities or the provision of financial advisory

services concerning investment products, or who is

exempted therefrom in respect of such dealing or the

provision of such services,

that he is interested in offers of that kind;

in respect of which the first-mentioned person has given the secondmentioned person —

the following statement in writing —

in the case where the business trust is not registered under

the Business Trusts «Act (Cap. 31A) —

“This offer is made in reliance on the exemption

under section 282V(8)(c) of the «Securities «and

«Futur es «Act. It is not made in or accompanied

by a prospectus that is registered by the Monetary

Authority of Singapore «and the business trust is

not registered under the Business Trusts «Act.”;

«and

in the case where the business trust is registered under the

Business Trusts «Act —

“This offer is made in reliance on the exemption

under section 282V(8)(c) of the «Securities «and

«Futur es «Act. It is not made in or accompanied

by a prospectus that is registered by the Monetary

Authority of Singapore.”; «and

a notification in writing that the units or derivatives of units being

offered shall not be subsequently sold to any person unless the offer

resulting in such subsequent sale is made —

in compliance with Subdivision (2) of this Division;

in reliance on this subsection or any other exemption under

any provision of this Subdivision (other than

subsection (1)); or

where at least 6 months have elapsed from the date the

units or derivatives of units were acquired under the initial

offer, in reliance on the exemption under subsection (1);

that is not accompanied by an advertisement making an offer or calling
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(A)

(B)

(C)

(v)

(a)

(b)

(c)

(A)

(B)

(i)

(ii)

(iii)

attention to the offer or intended offer; «and

in respect of which no selling or promotional expenses are paid or incurred in

connection with the offer other than those incurred for administrative or

professional services, or by way of commission or fee for services rendered

by —

the holder of a capital markets services licence to deal in

«securities;

an exempt person in respect of dealing in «securities; or

a person who is licensed, approved, authorised or otherwise

regulated under the laws, codes or other requirements of any foreign

jurisdiction in respect of dealing in «securities, or who is exempted

therefrom in respect of such dealing.

(9)  Subsection (2) shall apply, with the necessary modifications, in relation to the statement

«and notification referred to in subsection (8)(c)(iii).

(10)  In subsections (1)(c) «and (8)(c)(iv), “advertisement” means —

a written or printed communication;

a communication by radio, television or other medium of communication; or

a communication by means of a recorded telephone message,

that is published in connection with an offer of units or derivatives of units in a business trust,

but does not include —

a document —

purporting to describe the units or derivatives of units being offered, or the

business «and affairs of the person making the offer, the issuer, the trustee of

the business trust or the business trust; «and

purporting to have been prepared for delivery to «and review by persons to

whom the offer is made so as to assist them in making an investment

decision in respect of the units or derivatives of units being offered;

a publication which consists solely of a disclosure, notice or report required under

this «Act, or any listing rules or other requirements of a «securities exchange,

«futur es exchange or overseas «securities exchange, which is made by any person;

or

a publication which consists solely of a notice or report of a general meeting or

proposed general meeting of the person making the offer, the issuer, the trustee of the

business trust or any entity, a notice or report of a general meeting or proposed

general meeting of the unitholders of the business trust, or a presentation of oral or

written material on matters so contained in the notice or report at the general meeting.

(11)  In subsection (10)(i)(A), the reference to the affairs of the person making the offer, the

issuer, the trustee of the business trust or the business trust shall —

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(a)

(b)

(c)

(a)

(b)

(i)

(ii)

(iii)

(c)

(i)

(A)

(B)

(ii)

(d)

in the case where the person making the offer, the issuer or the trustee of the business

trust is a corporation, be construed as including a reference to the matters referred to

in section 2(2);

in the case where the person making the offer, the issuer or the trustee of the business

trust is not a corporation, be construed as referring to such matters as may be

prescribed by the Authority; «and

in the case of the business trust, be construed as referring to such matters as may be

prescribed by the Authority.

Private placement

282W.—(1)  Subdivision (2) of this Division (other than section 282Q) shall not apply to

offers of units or derivatives of units in a business trust that are made by a person if —

the offers are made to no more than 50 persons within any period of 12 months;

none of the offers is accompanied by an advertisement making an offer or calling

attention to the offer or intended offer;

no selling or promotional expenses are paid or incurred in connection with each offer

other than those incurred for administrative or professional services, or by way of

commission or fee for services rendered by —

the holder of a capital markets services licence to deal in securities;

an exempt person in respect of dealing in securities; or

a person who is licensed, approved, authorised or otherwise regulated under

the laws, codes or other requirements of any foreign jurisdiction in respect of

dealing in securities, or who is exempted therefrom in respect of such

dealing; and

no prospectus in respect of any of the offers has been registered by the Authority or,

where a prospectus has been registered —

the prospectus has expired pursuant to section 282K; or

the person making the offer has before making the offer —

informed the Authority by notice in writing of its intent to make the

offer in reliance on the exemption under this subsection; and

taken reasonable steps to inform in writing the person to whom the

offer is made that the offer is made in reliance on the exemption

under this subsection.

(2)    The Authority may prescribe such other number of persons in substitution for the

number specified in subsection (1)(a).

(3)   In determining whether offers of units or derivatives of units in a business trust by a

person are made to no more than the applicable number of persons specified in subsection (1)

(a) within a period of 12 months, each person to whom —

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(a)

(b)

(a)

(b)

(c)

(d)

(e)

(f)

(i)

(A)

(B)

(ii)

(g)

an offer of units or derivatives of units issued by the same entity is made by the firstmentioned person; or

an offer of securities is made by the first-mentioned person or another person where

such offer is a closely related offer,

if any, within that period in reliance on the exemption under this section, section 272B or 302C

shall be included.

(4)  Whether an offer is a closely related offer under subsection (3) shall be determined by

considering such factors as the Authority may prescribe.

(5)  For the purposes of subsection (1) —

an offer of units or derivatives of units in a business trust to an entity or to a trustee

shall be treated as an offer to a single person, provided that the entity or trust is not

formed primarily for the purpose of acquiring the units or derivatives of units which

are the subject of the offer;

an offer of units or derivatives of units in a business trust to an entity or to a trustee

shall be treated as an offer to the equity owners, partners or members of that entity, or

to the beneficiaries of the trust, as the case may be, if the entity or trust is formed

primarily for the purpose of acquiring the units or derivatives of units which are the

subject of the offer;

an offer of units or derivatives of units in a business trust to 2 or more persons who

will own the units or derivatives of units acquired as joint owners shall be treated as

an offer to a single person;

an offer of units or derivatives of units in a business trust to a person acting on behalf

of another person (whether as an agent or otherwise) shall be treated as an offer made

to that other person;

offers of units or derivatives of units in a business trust made by a person as an agent

of another person shall be treated as offers made by that other person;

where an offer is made to a person with a view to another person acquiring an interest

in those units or derivatives of units in a business trust by virtue of section 4, only the

second-mentioned person shall be counted for the purposes of determining whether

offers of the units or derivatives of units are made to no more than the applicable

number of persons specified in subsection (1)(a); and

where —

an offer of units or derivatives of units in a business trust is made to a person

in reliance on the exemption under subsection (1) with a view to those units

or derivatives of units being subsequently offered for sale to another person;

and

that subsequent offer —

is not made in reliance on an exemption under any provision of this

Subdivision; or

is made in reliance on an exemption under subsection (1) or

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(a)

(i)

(ii)

(b)

(i)

(ii)

(c)

(d)

(i)

(ii)

(e)

section 282ZC,

both persons shall be counted for the purposes of determining whether offers

of the units or derivatives of units are made to no more than the applicable

number of persons specified in subsection (1)(a).

(6)  In subsection (1)(b), “advertisement” has the same meaning as in section 282V(10).

Offer made under certain cir cumstances

282X.—(1)  Subdivision (2) of this Division (other than subsection (1)(a) of sections 282C

and 282Q) shall not apply to an offer of units or derivatives of units in a business trust if —

it is made in connection with a take-over offer which is in compliance with the Takeover Code;

it is made in connection with an offer for the acquisition by or on behalf of a person

of some or all of the shares in a corporation or some or all of the shares of a particular

class in a corporation —

to all members of the corporation or all members of the corporation holding

shares of that class; or

where the person already holds shares in the corporation, to all other

members of the corporation or all other members of the corporation holding

shares of that class,

and such offer complies with the Take-over Code as though the Take-over Code were

applicable to it;

it is made in connection with a proposed compromise or arrangement between —

a corporation and its creditors or a class of them; or

a corporation and its members or a class of them,

and such proposed compromise or arrangement and the execution thereof complies

with the Take-over Code as though the Take-over Code were applicable to it;

it is an offer of units in a business trust (not being such excluded units in a business

trust, or units in such excluded business trust, as may be prescribed by the Authority)

that have been previously issued, are listed for quotation or quoted on a securities

exchange, and are traded on the exchange;

it is an offer of derivatives of units in a business trust (not being such excluded

derivatives of units in a business trust, or derivatives of units in such excluded

business trust, as may be prescribed by the Authority) where —

the derivatives of units have been previously issued, are listed for quotation

or quoted on a securities exchange, and are traded on the exchange; or

an application has been or will be made for permission for the derivatives of

units to be listed for quotation or quoted on a securities exchange and the

units have been previously issued and are listed for quotation on a securities

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(f)

(g)

(a)

(b)

(i)

(ii)

(a)

(i)

(ii)

(b)

exchange or a recognised securities exchange;

it is an offer of units in a business trust made to any existing unitholder of the

business trust or any holder of debentures of the trustee-manager issued in its

capacity as trustee-manager of the business trust whose units are listed for quotation

on a securities exchange; or

it is an offer of derivatives of units in a business trust made to any existing unitholder

of the business trust or any holder of debentures of the trustee-manager issued in its

capacity as trustee-manager of the business trust whose units are listed for quotation

on a securities exchange, where such derivatives of units may only be exercised or

converted by any existing unitholder or holder of debentures into units of the

business trust.

(2)    An offer of units or derivatives of units in a business trust does not come within

subsection (1)(d) or (e) if —

the units or derivatives of units being offered are borrowed by the issuer from an

existing unitholder or holder of derivatives of units, solely for the purpose of

facilitating the offer of units or derivatives of units by the issuer; and

such borrowing is made under an agreement or arrangement between the issuer and

the unitholder or holder which promises the issue or allotment of units or derivatives

of units by the issuer to the unitholder or holder at the same time or shortly after the

offer.

(3)  Subdivision (2) of this Division (other than section 282Q) shall not apply to an offer of

units or derivatives of units in a business trust if —

it is made in connection with an offer for the acquisition by or on behalf of a person

of some or all of the shares in an unlisted corporation or some or all of the shares of a

particular class in an unlisted corporation —

to all members of the corporation or all members of the corporation holding

shares of that class; or

where the person already holds shares in the corporation, to all other

members of the corporation or all other members of the corporation holding

shares of that class,

where such offer is in compliance with the laws, codes and other requirements

(whether or not having the force of law) relating to take-overs of the country in which

the corporation was incorporated;

it is made in connection with a proposed compromise or arrangement between —

an unlisted corporation and its creditors or a class of them; or

an unlisted corporation and its members or a class of them,

and such proposed compromise or arrangement and the execution thereof is in

compliance with the laws, codes and other requirements (whether or not having the

force of law) relating to take-overs, compromises and arrangements of the country in

which the corporation was incorporated;

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(c)

(d)

(i)

(ii)

(e)

(a)

(b)

(c)

(a)

(b)

it is made (whether or not in relation to units or derivatives of units in a business trust

that have been previously issued) by the trustee of the business trust to a qualifying

person, where the units or derivatives of units are to be held by or for the benefit of

the qualifying person and are the units or derivatives of units of the business trust or

the securities of any of its related parties;

it is an offer to enter into an underwriting agreement relating to units or derivatives of

units in a business trust; or

it is an offer of units or derivatives of units in a business trust —

being a business trust which is registered in Singapore or otherwise, whose

units or derivatives of units are not listed for quotation on a securities

exchange; or

being a business trust which is not registered in Singapore, whose units or

derivatives of units are listed for quotation on a securities exchange and such

listing is not a primary listing,

that is made to existing unitholders of the business trust or holders of debentures of

the trustee issued in its capacity as trustee of the business trust (whether or not it is

renounceable in favour of persons other than existing unitholders or holders of

debentures).

(4)  An offer of units or derivatives of units in a business trust comes within subsection (3)(c)

only if no selling or promotional expenses are paid or incurred in connection with the offer

other than those incurred for administrative or professional services, or by way of commission

or fee for services rendered by —

the holder of a capital markets services licence to deal in securities;

an exempt person in respect of dealing in securities; or

a person who is licensed, approved, authorised or otherwise regulated under the laws,

codes or other requirements of any foreign jurisdiction in respect of dealing in

securities, or who is exempted therefrom in respect of such dealings.

(5)  For the purposes of subsection (3)(c), a person is a qualifying person in relation to a

business trust if he is a bona fide director or equivalent person, former director or equivalent

person, consultant, adviser, employee or former employee of the trustee of the business trust or

a related corporation of that trustee (being a corporation), or if he is the spouse, widow,

widower or a child, adopted child or step-child below the age of 18, of such director or

equivalent person, former director or equivalent person, employee or former employee.

(6)    Where, on the application of any person interested, the Authority declares that

circumstances exist whereby —

the cost of providing a prospectus for an offer of units or derivatives of units in a

business trust outweighs the resulting protection to investors; or

it would not be prejudicial to the public interest if a prospectus were dispensed with

for an offer of units or derivatives of units in a business trust,

then Subdivision (2) of this Division (other than section 282Q) shall not apply to such offer for

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(a)

(b)

(a)

(i)

(ii)

(iii)

(b)

a period of 6 months from the date of the declaration.

(7)    The Authority may, on making a declaration under subsection (6), impose such

conditions or restrictions on the offer as the Authority may determine.

(8)  A declaration made under subsection (6) shall be final.

(9)    Any person who contravenes any of the conditions or restrictions specified in the

declaration made under subsection (6) 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.

(10)  In subsection (1)(b) and (c), “corporation” means a corporation that is not a company.

(11)  In subsection (3)(a) and (b), “unlisted corporation” means a corporation —

that is not a company; and

the shares or debentures, or units of shares or debentures of which are not listed for

quotation on any securities exchange.

[SFA, s. 273]

Offer made to institutional investor s

282Y.  Subdivision (2) of this Division (other than section 282Q) shall not apply to an offer

of units or derivatives of units in a business trust, whether or not they have been previously

issued, made to an institutional investor.

[SFA, s. 274]

Offer made to accr edited investor s «and certain other per sons

282Z.—(1)  Subdivision (2) of this Division (other than section 282Q) shall not apply to an

offer of units or derivatives of units in a business trust, whether or not they have been

previously issued, where the offer is made to a relevant person, if —

the offer is not accompanied by an advertisement making an offer or calling attention

to the offer or intended offer;

no selling or promotional expenses are paid or incurred in connection with the offer

other than those incurred for administrative or professional services, or by way of

commission or fee for services rendered by —

the holder of a capital markets services licence to deal in «securities;

an exempt person in respect of dealing in «securities; or

a person who is licensed, approved, authorised or otherwise regulated under

the laws, codes or other requirements of any foreign jurisdiction in respect of

dealing in «securities, or who is exempted therefrom in respect of such

dealing; «and

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(i)

(A)

(B)

(ii)

(c)

(a)

(b)

(i)

(ii)

(iii)

(c)

(i)

(A)

(B)

(ii)

(d)

no prospectus in respect of the offer has been registered by the Authority or, where a

prospectus has been registered —

the prospectus has expired pursuant to section 282K; or

the person making the offer has before making the offer —

informed the Authority by notice in writing of its intent to make the

offer in reliance on the exemption under this subsection; «and

taken reasonable steps to inform in writing the person to whom the

offer is made that the offer is made in reliance on the exemption

under this subsection.

(2)  Subdivision (2) of this Division (other than section 282Q) shall not apply to an offer of

units or derivatives of units in a business trust to a person who acquires the units or derivatives

of units as principal, whether or not the units or derivatives of units have been previously

issued, if —

the offer is on terms that the units or derivatives of units may only be acquired at a

consideration of not less than $200,000 (or its equivalent in a foreign currency) for

each transaction, whether such amount is to be paid for in cash or by exchange of

«securities or other assets;

the offer is not accompanied by an advertisement making an offer or calling attention

to the offer, or intended offer;

no selling or promotional expenses are paid or incurred in connection with the offer

other than those incurred for administrative or professional services, or by way of

commission or fee for services rendered by —

the holder of a capital markets services licence to deal in «securities;

an exempt person in respect of dealing in «securities; or

a person who is licensed, approved, authorised or otherwise regulated under

the laws, codes or other requirements of any foreign jurisdiction in respect of

dealing in «securities, or who is exempted therefrom in respect of such

dealing; «and

no prospectus in respect of the offer has been registered by the Authority or, where a

prospectus has been registered —

the prospectus has expired pursuant to section 282K; or

the person making the offer has before making the offer —

informed the Authority by notice in writing of its intent to make the

offer in reliance on the exemption under this subsection; «and

taken reasonable steps to inform in writing the person to whom the

offer is made that the offer is made in reliance on the exemption

under this subsection.

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(a)

(b)

(c)

(i)

(ii)

(iii)

(i)

(A)

(B)

(C)

(D)

(ii)

(a)

(b)

(a)

(b)

(c)

(3)  In this section —

“advertisement” means —

a written or printed communication;

a communication by radio, television or other medium of communication; or

a communication by means of a recorded telephone message,

that is published in connection with an offer in respect of units or derivatives of units

in a business trust, but does not include —

an information memorandum;

a publication which consists solely of a disclosure, notice or report required

under this «Act, or any listing rules or other requirements of a «securities

exchange, «futur es exchange or overseas «securities exchange, which is made

by any person; or

a publication which consists solely of a notice or report of a general meeting or

proposed general meeting of the person making the offer, the issuer, the trustee

of the business trust or any entity, a notice or report of a general meeting or

proposed general meeting of the unitholders of the business trust, or a

presentation of oral or written material on matters so contained in the notice or

report at the general meeting;

“information memorandum” means a document —

purporting to describe —

the units or derivatives of units in the business trust being offered; or

the business «and affairs of any one or more of the following —

the issuer;

the person making the offer;

the business trust;

the trustee of the business trust; «and

purporting to have been prepared for delivery to «and review by relevant

persons «and persons to whom an offer referred to in subsection (2) is to be

made so as to assist them in making an investment decision in respect of the

units or derivatives of units in the business trust being offered;

“relevant person” means —

an accredited investor;

a corporation the sole business of which is to hold investments «and the entire

share capital of which is owned by one or more individuals, each of whom is an

accredited investor;

a trustee of a trust the sole purpose of which is to hold investments «and each

beneficiary of which is an individual who is an accredited investor;

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(d)

(e)

(a)

(b)

(c)

(a)

(b)

(c)

an officer or equivalent person of the person making the offer (such person

being an entity) or a spouse, parent, brother, sister, son or daughter of that

officer or equivalent person; or

a spouse, parent, brother, sister, son or daughter of the person making the offer

(such person being an individual).

(4)  In the definition of “information memorandum” in subsection (3), the reference to the

affairs of the issuer, the person making the offer, the trustee of the business trust or the business

trust shall —

in the case where the issuer, the person making the offer or the trustee of the business

trust is a corporation, be construed as including a reference to the matters referred to

in section 2(2);

in the case where the issuer, the person making the offer or the trustee of the business

trust is not a corporation, be construed to refer to such matters as may be prescribed

by the Authority; «and

in the case of a business trust, be construed as referring to such matters as may be

prescribed by the Authority.

(5)  Notwithstanding any requirement in section 99 or any regulation made thereunder that a

person has to deal in «securities for his own account with or through a person prescribed by the

Authority so that he can qualify as an exempt person, a person who acquires units or derivatives

of units in a business trust under section 282Y or this section for his own account shall be

considered an exempt person even though he does not comply with that requirement.

(6)  The Authority may, by order published in the Gazette, specify an amount in substitution

of any amount specified in subsection (2)(a).

[SFA, s. 275]

Offer of securities acquir ed pur suant to section 282Y or 282Z

282ZA.—(1)    Notwithstanding sections 282V, 282W, 282X(1)(d) and (e) and (3)(c) and

282ZB but subject to subsection (7), where units or derivatives of units in a business trust

initially acquired pursuant to an offer made in reliance on an exemption under section 282Y or

282Z are sold within the period of 6 months from the date of the initial acquisition to any

person other than —

an institutional investor;

a relevant person as defined in section 282Z(3); or

any person pursuant to an offer referred to in section 282Z(2),

then Subdivision (2) of this Division shall apply to the offer resulting in that sale.

(1A)  The reference to the sale of derivatives of units in a business trust under subsection (1)

shall, in a case where the derivatives of units initially acquired are derivatives of units with an

attached right of conversion into units in the business trust, include a reference to the sale of the

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(a)

(b)

(c)

(a)

(b)

(A)

(B)

(i)

(ii)

(iii)

(a)

(b)

(A)

(B)

(i)

converted units.

(2)  Where units or derivatives of units in a business trust initially acquired pursuant to an

offer made in reliance on an exemption under section 282Y or 282Z are sold to —

an institutional investor;

a relevant person as defined in section 282Z(3); or

any person pursuant to an offer referred to in section 282Z(2),

Subdivision (2) of this Division shall not apply to the offer resulting in that sale.

(3)  Subject to subsection (7), securities of a corporation (other than a corporation that is an

accredited investor) —

the sole business of which is to hold investments; and

the entire share capital of which is owned by one or more individuals, each of whom

is an accredited investor,

shall not be transferred within 6 months after the corporation has acquired any units or

derivatives of units in a business trust pursuant to an offer made in reliance on an exemption

under section 282Z unless —

that transfer —

is made only to institutional investors or relevant persons as defined in

section 282Z(3); or

arises from an offer referred to in section 282Z(2);

no consideration is or will be given for the transfer; or

the transfer is by operation of law.

(4)  Subject to subsection (7), where —

the sole purpose of a trust (other than a trust the trustee of which is an accredited

investor) is to hold investments; and

each beneficiary of the trust is an individual who is an accredited investor,

the beneficiaries’ rights and interest (howsoever described) in the trust shall not be transferred

within 6 months after units or derivatives of units in a business trust are acquired for the trust

pursuant to an offer made in reliance on an exemption under section 282Z unless —

that transfer —

is made only to institutional investors or relevant persons as defined in

section 282Z(3); or

arises from an offer that is made on terms that such rights or interest are

acquired at a consideration of not less than $200,000 (or its equivalent in a

foreign currency) for each transaction, whether such amount is to be paid for

in cash or by exchange of securities or other assets;

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(ii)

(iii)

(a)

(b)

(a)

(b)

(a)

(b)

(c)

(a)

(b)

no consideration is or will be given for the transfer; or

the transfer is by operation of law.

(5)  For the avoidance of doubt, the reference to beneficiaries in subsection (4) shall include

a reference to unitholders of a business trust and participants of a collective investment scheme.

(6)  For the avoidance of doubt, where any units or derivatives of units in a business trust are

acquired pursuant to an offer made in reliance on an exemption under section 282Y or 282Z, an

offer to sell those units or derivatives of units may be made in reliance on an exemption under

section 282X(1)(d) or (e) after 6 months have elapsed from the date of the first-mentioned offer.

(7)  Subsections (1), (3) and (4) shall not apply where the units or derivatives of units in the

business trust acquired are of the same class as other units or derivatives of units in the business

trust —

an offer of which has previously been made in or accompanied by a prospectus; and

which are listed for quotation on a securities exchange.

Offer of units converted fr om debentur es

282ZAA.—(1)  Notwithstanding sections 282V, 282W, 282X(1)(d) and (e) and (3)(c) and

282ZB, where —

debentures with an attached right of conversion into units in a business trust are

acquired pursuant to an offer made in reliance on an exemption under section 274 or

275; and

the debentures are then converted into the units,

then Subdivision (2) shall apply to an offer resulting in a sale of any of the units if the sale takes

place within 6 months from the date of acquisition of the debentures.

(2)  Subsection (1) shall not apply to a sale of the units to —

an institutional investor;

a relevant person as defined in section 282Z(3); or

any person pursuant to an offer referred to in section 282Z(2).

(3)  Subsection (1) shall not apply where the units in the business trust sold are of the same

class as other units in the business trust —

an offer of which has previously been made in or accompanied by a prospectus; and

which are listed for quotation on a securities exchange.

Offer made using offer information statement

282ZB.—(1)    Subject to subsection (2), Subdivision (2) of this Division (other than

subsection (1)(a) of section 282C and section 282Q) shall not apply to an offer of units or

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(a)

(b)

(i)

(ii)

(c)

(a)

(i)

(ii)

(b)

(c)

derivatives of units in a business trust (not being such securities as may be prescribed by the

Authority) issued by a trustee-manager acting in its capacity as trustee-manager of the business

trust where units of the business trust which have been previously issued are listed for quotation

on a securities exchange, whether by means of a rights issue or otherwise, if —

in the case where derivatives of units in a business trust are being issued by the

trustee-manager in its capacity as trustee-manager of the business trust, the units are

those of that business trust;

an offer information statement relating to the offer which complies with such form

and content requirements as may be prescribed by the Authority is lodged with the

Authority; and

either —

the offer is made in or accompanied by the offer information statement

referred to in paragraph (b); or

all the conditions in subsection (2A) are satisfied.

(2)  Subsection (1) shall only apply to an offer of units or derivatives of units in a business

trust referred to in that subsection made within a period of 6 months from the date the offer

information statement relating to that offer is lodged with the Authority.

(2A)  The conditions referred to in subsection (1)(c)(ii) are —

the offer is made using any automated teller machine or such other electronic means

as may be prescribed by the Authority;

the automated teller machine or prescribed electronic means indicates to a

prospective subscriber or buyer —

how he can obtain, or arrange to receive, a copy of the offer information

statement in respect of the offer; and

that he should read the offer information statement before submitting his

application,

before enabling him to submit any application to subscribe for or purchase securities;

and

the person making the offer complies with such other requirements as the Authority

may prescribe.

(3)  The Authority may, on the application of any person interested, modify the prescribed

form and content of the offer information statement in such manner as is appropriate, subject to

such conditions or restrictions as may be determined by the Authority.

(4)  Sections 282I, 282J, 282N, 282O and 282P shall apply in relation to an offer information

statement referred to in subsection (1) as they apply in relation to a prospectus.

(5)  For the purposes of subsection (4) —

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(a)

(b)

(a)

(b)

(a)

(b)

a reference in section 282I or 282J to the registration of the prospectus shall be read

as a reference to the lodgment of the offer information statement; and

a reference in section 282N or 282O to any information or new circumstance required

to be included in a prospectus under section 282F shall be read as a reference to any

information prescribed under subsection (1)(b).

(6)  Where the written consent of an expert is required to be given under section 282I (as

applied in relation to an offer information statement under subsection (4)), that written consent

shall be lodged with the Authority at the same time as the lodgment of the statement.

(7)  Where the written consent of an issue manager or underwriter is required to be given

under section 282J (as applied in relation to that statement under subsection (4)), that written

consent shall be lodged with the Authority at the same time as the lodgment of the statement.

Making offer using automated teller machine or electr onic means

282ZC.—(1)  Subject to subsection (3) and such requirements as may be prescribed by the

Authority, a person making an offer of units or derivatives of units in a business trust using —

any automated teller machine; or

such other electronic means as may be prescribed by the Authority,

is exempted from the requirement under section 282C(1)(b)(i) that the offer be made in or

accompanied by a prospectus in respect of the offer or, where applicable, the requirement under

section 282C(4) that the offer be made in or accompanied by a profile statement in respect of

the offer.

(2)  For the avoidance of doubt, a prospectus which complies with all other requirements of

section 282C(1)(b)(i) or, where applicable, a profile statement which complies with all other

requirements of section 282C(4) must still be prepared and issued in respect of any offer

referred to in subsection (1).

(3)    Subsection (1) shall not apply unless the automated teller machine or prescribed

electronic means indicates to a prospective subscriber or buyer —

how he can obtain, or arrange to receive, a copy of the prospectus or, where

applicable, profile statement in respect of the offer; and

that he should read the prospectus or, where applicable, profile statement before

submitting his application,

before enabling him to submit any application to subscribe for or purchase units or derivatives

of units in a business trust.

Revocation of exemption

282ZD.—(1)  Where the Authority considers that a person is contravening, or is likely to

contravene, or has contravened any condition or restriction imposed under section 282X(7), or

that it is necessary in the public interest or for the protection of investors, it may revoke any

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(a)

(b)

exemption under this Subdivision, subject to such conditions as it thinks fit.

(2)  The Authority may revoke an exemption under subsection (1) without giving the person

affected by the revocation an opportunity to be heard, but the person may, within 14 days of the

revocation, apply to the Authority for the revocation to be reviewed by the Authority, and the

revocation shall remain in effect unless it is withdrawn by the Authority.

(3)  A revocation made under this section shall be final and conclusive and there shall be no

appeal therefrom.

[SFA, s. 281]

Tr ansactions under exempted offer s subject to Division 2 of Part XII of Companies Act

and Part XII of this Act

282ZE.  For the avoidance of doubt, it is hereby declared that in relation to any transaction

carried out under an exempted offer under this Part, nothing in this Part shall limit or diminish

any liability which any person may incur in respect of any relevant offence under Division 2 of

Part XII of the Companies Act (Cap. 50) or Part XII of this Act or any penalty, award of

compensation or punishment in respect of any such offence.

[SFA, s. 282]

Subdivision (4) —Debentures

Applicability of pr ovisions r elating to pr ospectus r equir ements

282ZF.  Division 1 of this Part shall apply, subject to such modifications and adaptations as

may be prescribed, to an offer to subscribe for or purchase debentures or units of debentures

(within the meaning of section 239(1)) issued by a trustee of a trust on behalf of the trust and

have effect accordingly.

Division 2 —Collective Investment Schemes

Subdivision (1) —Interpretation

Inter pr etation of this Division

283.—(1)  In this Division, unless the context otherwise requires —

[Deleted by Act 2/2009 wef 29/07/2009]

“control”, in relation to an entity, means the capacity of a person to determine the

outcome of decisions on the financial and operating policies of the entity, having

regard to —

the influence which the person can, in practice, exert on the entity (as opposed

to the rights which the person can exercise in the entity); and

any practice or pattern of behaviour of the person affecting the financial or

operating policies of the entity (even if such practice or pattern of behaviour

involves a breach of an agreement or a breach of trust),

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(a)

(b)

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

(a)

(i)

(A)

(ii)

(b)

but does not include any capacity of a person to influence decisions on the financial

and operating policies of the entity if such influence is required by law or under any

contract or order of court to be exercised for the benefit of other persons;

“immediate family”, in relation to an individual, means the individual’s spouse, son,

adopted son, step-son, daughter, adopted daughter, step-daughter, father, step-father,

mother, step-mother, brother, step-brother, sister or step-sister;

“preliminary document” means a document which has been lodged with the Authority

and is issued for the purpose of determining the appropriate issue or sale price of, and

the number of, units in a collective investment scheme to be issued or sold and which

contains the information required to be included in a prospectus as may be prescribed

under section 296(1)(a)(i), except for such information as may be prescribed by the

Authority;

“profile statement” means a profile statement referred to in section 296(2);

“prospectus” means any prospectus, notice, circular, material, advertisement, publication

or other document used to make an offer of units in a collective investment scheme or

proposed collective investment scheme, but does not include —

a profile statement; or

any material, advertisement or publication which is authorised by section 300

(other than subsection (3));

“recognised securities exchange” means a corporation which has been declared by the

Authority, by order published in the Gazette, to be a recognised securities exchange

for the purposes of this Division;

“related party” means —

in relation to an entity —

a director or an equivalent person of the entity;

the chief executive officer or an equivalent person of the entity;

a person who controls the entity;

a related corporation;

any other entity controlled by it;

any other entity controlled by the person referred to in subparagraph (iii); and

a related party of any individual referred to in sub-paragraph (i), (ii) or

(iii); and

in relation to an individual —

his immediate family;

a trustee of any trust of which the individual or any member of the

individual’s immediate family is —

a beneficiary; or
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(B)

(iii)

(a)

(b)

(a)

(b)

(c)

where the trust is a discretionary trust, a discretionary object,

when the trustee acts in that capacity; and

any corporation in which he and his immediate family (whether directly

or indirectly) have interests in voting shares of an aggregate of not less

than 30% of the total votes attached to all voting shares;

“replacement document” means a replacement prospectus or a replacement profile

statement referred to in section 298(1), as the case may be;

“supplementary document” means a supplementary prospectus or a supplementary profile

statement referred to in section 298(1), as the case may be;

“unit trust” means a collective investment scheme under which the property is held on

trust for the participants.

(2)    For the purposes of this Division, a statement shall be deemed to be included in a

prospectus or profile statement if it is contained in any report or memorandum appearing on the

face thereof or by reference incorporated therein or issued therewith.

(3)    For the purposes of this Division, a person makes an offer of units in a collective

investment scheme if, and only if, as principal —

he makes (either personally or by an agent) an offer to any person in Singapore which

upon acceptance would give rise to a contract for the issue or sale of those units by

him or another person with whom he has made arrangements for that issue or sale; or

he invites (either personally or by an agent) any person in Singapore to make an offer

which upon acceptance would give rise to a contract for the issue or sale of those

units by him or another person with whom he has made arrangements for that issue or

sale.

(4)  In subsection (3), “sale” includes any disposal for valuable consideration.

[Companies, s. 4]

Use of term “r eal estate investment tr ust”

283A.—(1)  No person shall, when describing or referring to any arrangement the rights or

interests of which are, will be or have been the subject of an offer or intended offer, use the

term “real estate investment trust” or any of its derivatives in any language in the name or

description or any representation of that arrangement, unless —

the arrangement is authorised under section 286 or is one for which an application for

authorisation has been made and has not been refused by the Authority under that

section;

the arrangement is recognised under section 287 or is one for which an application

for recognition has been made and has not been refused by the Authority under that

section; or

the Authority has given its consent in writing to that person to use that term or

derivative, or that person belongs to a class of persons declared by the Authority by

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(a)

(b)

(a)

(b)

(a)

(b)

order published in the Gazette as persons who may use such term or derivative.

(2)  Any person who contravenes subsection (1) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not

exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not

exceeding $15,000 for every day or part thereof during which the offence continues after

conviction.

(3)  For the avoidance of doubt, in subsection (1) —

“offer” or “intended offer”, in relation to any rights or interests in an arrangement,

includes an offer or intended offer in relation to any such rights or interests that have

previously been issued; and

“representation”, in relation to an arrangement, includes a representation of the

arrangement in any bill head, letter paper, notice, advertisement, publication or

writing, whether in electronic, print or other form.

Code on Collective Investment Schemes

284.—(1)    For the more effective administration, supervision and control of collective

investment schemes, the Authority shall, under section 321, issue a code, to be known as the

Code on Collective Investment Schemes.

(2)  The Authority may from time to time revise the Code on Collective Investment Schemes

by deleting, amending or adding to the provisions thereof.

(3)    The Code on Collective Investment Schemes shall be deemed not to be subsidiary

legislation.

[HK CUTMF]

Authority may disapply this Division to certain offer s and invitations

284A.  Notwithstanding any provision to the contrary in this Division, where —

an offer of units in a collective investment scheme is one to which (but for this

section) both this Division and Division 1 apply; and

the Authority has by order published in the Gazette declared that this Division shall

not apply to that offer or a class of offers to which that offer belongs,

then this Division (other than section 283A) does not apply to that offer.

Division not to apply to certain collective investment schemes which ar e business tr usts

284B.    This Division (other than section 283A) does not apply to an offer of units in a

collective investment scheme, where —

the collective investment scheme is also a registered business trust; or

the collective investment scheme is also a business trust and the offer is made in

reliance on an exemption under Subdivision (3) of Division 1A.

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(a)

(b)

(c)

(a)

(b)

(c)

Modification of pr ovisions to certain offer s

284C.  The Authority may, if it thinks it necessary in the interest of the public or a section of

the public or for the protection of investors, by regulations modify or adapt the provisions of

this Division in their application to such offer of units in a collective investment scheme as may

be prescribed, and the provisions of this Division shall apply to such offer subject to such

modifications or adaptations.

Subdivision (2) —Authorisation and recognition

Requir ement for authorisation or r ecognition

285.—(1)  No person shall make an offer of units in a collective investment scheme if the

collective investment scheme has not been authorised under section 286 or recognised under

section 287.

(2)  Any person who contravenes subsection (1) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not

exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not

exceeding $15,000 for every day or part thereof during which the offence continues after

conviction.

[UK FSMA2000, s. 238]

Authorised schemes

286.—(1)  The Authority may, upon an application made to the Authority in such form and

manner as may be prescribed by regulations made under section 341, authorise a collective

investment scheme constituted in Singapore, subject to —

subsection (2);

the conditions specified in subsection (3); and

such conditions or restrictions as the Authority may think fit to impose by notice in

writing.

(1A)  The Authority may, at any time, by notice in writing to the responsible person for a

collective investment scheme authorised under subsection (1), vary or revoke any condition or

restriction imposed by the Authority under subsection (1)(c) or impose such further condition or

restriction as the Authority may think fit.

(2)    The Authority may authorise, under subsection (1), a collective investment scheme

which is constituted as a unit trust if and only if the Authority is satisfied that —

there is a manager for the scheme which satisfies the requirements in subsection (3);

there is a trustee for the scheme approved under section 289;

there is a trust deed in respect of the scheme entered into by the manager and the

trustee for the scheme that complies with prescribed requirements; and

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(d)

(A)

(B)

(C)

(i)

(ii)

(a)

(i)

(ii)

(iii)

(b)

(a)

the scheme, the manager for the scheme and the trustee for the scheme comply with

this Act and the Code on Collective Investment Schemes.

(3)   It shall be a condition for the authorisation of a collective investment scheme under

subsection (1) that —

the manager of the scheme is —

in the case of a collective investment scheme —

that is a trust;

that invests primarily in real estate and real estate-related assets

specified by the Authority in the Code on Collective Investment

Schemes; and

all or any units of which are listed for quotation on a securities

exchange,

the holder of a capital markets services licence for real estate investment trust

management; and

in all other cases, the holder of a capital markets services licence for fund

management or a person exempted under section 99(1)(a), (b), (c) or (d) in

respect of fund management; and

the manager for the scheme is a fit and proper person, in the opinion of the Authority,

and in considering if a person satisfies this requirement, the Authority may take into

account any matter relating to —

any person who is or will be employed by or associated with the manager;

any person exercising influence over the manager; or

any person exercising influence over a related corporation of the manager.

(4)    The Authority may authorise, under subsection (1), a collective investment scheme

which is not constituted as a unit trust if and only if the Authority is satisfied that the scheme

and the manager for the scheme comply with such requirements as may be prescribed.

(5)  Without prejudice to subsection (2), the Authority may refuse to authorise any collective

investment scheme under subsection (1) where it appears to the Authority that it is not in the

public interest to do so.

(6)    The Authority shall not refuse to authorise a collective investment scheme under

subsection (1) without giving the person who made the application an opportunity to be heard,

except that an opportunity to be heard need not be given if the refusal is on the ground that it is

not in the public interest to authorise the collective investment scheme on the basis of any of the

following circumstances:

the person making the offer (being an entity), the responsible person or the collective

investment scheme itself, is in the course of being wound up or otherwise dissolved,

whether in Singapore or elsewhere;

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(b)

(c)

the person making the offer (being an individual) is an undischarged bankrupt,

whether in Singapore or elsewhere;

a receiver, a receiver and manager or an equivalent person has been appointed,

whether in Singapore or elsewhere, in relation to or in respect of any property of the

person making the offer (being an entity), the responsible person or the collective

investment scheme.

(7)  The responsible person for a collective investment scheme may, within 30 days after he

is notified that the Authority has refused to authorise that scheme under subsection (1), appeal

to the Minister whose decision shall be final.

(8)  An application made under subsection (1) shall be accompanied by such information or

record as the Authority may require.

(9)    The Authority may publish for public information, in such manner as it considers

appropriate, particulars of any collective investment scheme authorised under subsection (1).

(10)    The responsible person for a collective investment scheme authorised under

subsection (1) and the approved trustee for the scheme, to the extent applicable, shall ensure

that the conditions and requirements set out in subsections (2), (3) and (4), and every condition

or restriction imposed by the Authority under subsection (1)(c) or (1A), as applicable to that

scheme shall continue to be satisfied.

(11)  Notwithstanding subsection (10), a failure by any person to comply with the Code on

Collective Investment Schemes shall not of itself render that person liable to criminal

proceedings but such failure may, in any proceedings whether civil or criminal, be relied upon

by any party to the proceedings as tending to establish or to negate any liability which is in

question in the proceedings.

(12)   If any person fails to comply with the Code on Collective Investment Schemes, the

Authority may, in addition to, or as an alternative to any action under section 288, take such

other action as it deems fit.

(13)  The responsible person for a collective investment scheme which is authorised under

subsection (1) shall furnish such information or record regarding the scheme as the Authority

may, at any time, require for the proper administration of this Act.

(14)  Where the manager for a collective investment scheme which is constituted as a unit

trust and authorised under subsection (1) fails to comply with this Act or the Code on Collective

Investment Schemes, the Authority may direct the trustee for the scheme to remove that person

and appoint a new manager for the scheme.

(15)  Any person who contravenes subsection (10) or (13) 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.

[UK FSMA2000, s. 242, s. 243, s. 244, s. 245, s. 247 and s. 248; HK SF Bill, Clause 103]

Recognised schemes

287.—(1)  The Authority may, upon an application made to the Authority in such form and

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(a)

(b)

(c)

(a)

(b)

(c)

(i)

(ii)

(d)

(i)

(ii)

(e)

(f)

(a)

(i)

(b)

manner as may be prescribed by regulations made under section 341, recognise a collective

investment scheme constituted outside Singapore, subject to —

subsection (2);

the conditions specified in subsection (3); and

such conditions or restrictions as the Authority may think fit to impose by notice in

writing.

(1A)  The Authority may, at any time, by notice in writing to the responsible person for a

collective investment scheme recognised under subsection (1), vary or revoke any condition or

restriction imposed by the Authority under subsection (1)(c) or impose such further condition or

restriction as the Authority may think fit.

(2)  The Authority may recognise a collective investment scheme under subsection (1) if and

only if the Authority is satisfied that —

the laws and practices of the jurisdictions under which the scheme is constituted and

regulated affords to investors in Singapore protection at least equivalent to that

provided to them by or under this Division in the case of comparable authorised

schemes;

[Deleted by Act 1/2005]

there is a manager for the scheme which satisfies the requirements in subsection (3);

there is a representative for the scheme for the functions set out in subsection (13)

who is —

an individual resident in Singapore; or

a company, or a foreign company registered under Division 2 of Part XI of

the Companies Act (Cap. 50);

the Authority has been furnished with information regarding —

the name of the representative referred to in paragraph (d) and his address

(where such representative is a corporation) or contact particulars (where

such representative is an individual); and

such other information as the Authority may prescribe; and

the scheme, the manager for the scheme and the trustee for the scheme, where

applicable, comply with this Act and the Code on Collective Investment Schemes.

(3)    It shall be a condition for the recognition of a collective investment scheme under

subsection (1) that the manager for the scheme is —

licensed or regulated in the jurisdiction of its principal place of business; and

a fit and proper person, in the opinion of the Authority, and in considering if a person

satisfies this requirement, the Authority may take into account any matter relating

to —

any person who is or will be employed by or associated with the manager;

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(ii)

(iii)

(a)

(b)

(c)

any person exercising influence over the manager; or

any person exercising influence over a related corporation of the manager.

(4)  Without prejudice to subsection (2), the Authority may refuse to recognise any collective

investment scheme under subsection (1) where it appears to the Authority that it is not in the

public interest to do so.

(5)    The Authority shall not refuse to recognise a collective investment scheme under

subsection (1) without giving the person who made the application an opportunity to be heard,

except that an opportunity to be heard need not be given if the refusal is on the ground that it is

not in the public interest to recognise the collective investment scheme on the basis of any of

the following circumstances:

the person making the offer (being an entity), the responsible person or the collective

investment scheme itself, is in the course of being wound up or otherwise dissolved,

whether in Singapore or elsewhere;

the person making the offer (being an individual) is an undischarged bankrupt,

whether in Singapore or elsewhere;

a receiver, a receiver and manager or an equivalent person has been appointed,

whether in Singapore or elsewhere, in relation to or in respect of any property of the

person making the offer (being an entity), the responsible person or the collective

investment scheme.

(6)  The responsible person for a collective investment scheme may, within 30 days after he

is notified that the Authority has refused to recognise that scheme under subsection (1), appeal

to the Minister whose decision shall be final.

(7)  An application made under subsection (1) shall be accompanied by such information or

record as the Authority may require.

(8)    The Authority may publish for public information, in such manner as it considers

appropriate, particulars of any collective investment scheme recognised under subsection (1).

(9)    The responsible person for a collective investment scheme recognised under

subsection (1) shall ensure that the conditions and requirements set out in subsections (2) and

(3), and every condition or restriction imposed by the Authority under subsection (1)(c) or (1A),

as applicable to that scheme, shall continue to be satisfied.

(10)  Notwithstanding subsection (9), a failure by any person to comply with the Code on

Collective Investment Schemes shall not of itself render that person liable to criminal

proceedings but may, in any proceedings whether civil or criminal, be relied upon by any party

to the proceedings as tending to establish or to negate any liability which is in question in the

proceedings.

(11)   If any person fails to comply with the Code on Collective Investment Schemes, the

Authority may in addition to, or as an alternative to any action under section 288, take such

other action as it deems fit.

(12)  The responsible person for a collective investment scheme which is recognised under

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(i)

(ii)

(iii)

(iv)

(v)

(a)

(b)

(c)

(d)

(e)

(a)

(b)

(c)

(d)

subsection (1) shall furnish such information or record regarding the scheme as the Authority

may, at any time, require for the proper administration of this Act.

(13)    The representative for a collective investment scheme which is recognised under

subsection (1) shall carry out, or procure the carrying out of the following functions:

facilitate —

the issuing and redeeming of units in the scheme;

the publishing of sale and purchase prices of units in the scheme;

the sending of reports of the scheme to participants;

the furnishing of such books relating to the sale and redemption of units as

the Authority may require; and

the inspection of the instruments constituting the scheme;

either maintain for inspection in Singapore a subsidiary register of participants who

subscribed for or purchased their units in Singapore, or maintain in Singapore any

facility that enables the inspection or extraction of the equivalent information;

within 14 days after any change in the particulars referred to in subsection (2)(e),

give notice in writing of such change to the Authority;

furnish such information or record regarding the scheme as the Authority may, at any

time, require for the proper administration of this Act; and

such other functions as the Authority may prescribe.

(13A)    In carrying out or procuring the carrying out of the functions referred to in

subsection (13), the representative shall ensure that —

for the purposes of subsection (13)(a)(ii), the sale and purchase prices of units in the

collective investment scheme are published in the language of the prospectus;

for the purposes of subsection (13)(a)(iii), the reports of the scheme sent to

participants are prepared in the language of the prospectus, except in relation to any

participant who has consented to being sent a report in a language other than the

language of the prospectus;

for the purposes of subsection (13)(a)(v), if the instruments constituting the scheme

are not in the language of the prospectus, an accurate translation of the instruments in

the language of the prospectus is made available to a participant for inspection, unless

the participant has consented to the making available to him for inspection of the

instruments in a language other than the language of the prospectus; and

for the purposes of subsection (13)(b), if the subsidiary register of participants or

equivalent information is not in the language of the prospectus, an accurate

translation of the register or equivalent information in the language of the prospectus

is made available to a participant for inspection or extraction, unless the participant

has consented to the making available to him for inspection or extraction of the

register or equivalent information in a language other than the language of the

prospectus.

(13B)    In subsection (13A), “language of the prospectus” means the language of the

[16/2003]
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(a)

(aa)

(b)

(i)

(ii)

(c)

(a)

(b)

prospectus accompanying or making the offer of units in the collective investment scheme.

(13C)  Section 318A(2) shall not apply to the instruments constituting the scheme referred to

in subsection (13)(a)(v) or to the subsidiary register of participants or equivalent information

referred to in subsection (13)(b).

(14)  Any person who contravenes subsection (9), (12) or (13) 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.

[UK FSMA2000, s. 272, s. 273, s. 274, s. 275 and s. 276; ASIC Policy Statement 65 (modified)]

Revocation, suspension or withdr awal of authorisation or r ecognition

288.—(1)   The Authority may revoke the authorisation of a collective investment scheme

granted under section 286 or the recognition of a collective investment scheme granted under

section 287 if —

the application for authorisation or recognition, or any related information or record

submitted to the Authority whether at the same time as or subsequent to the

application, was false or misleading in a material particular or omitted a material

particular which, had it been known to the Authority at the time of submission, would

have resulted in the Authority not granting the authorisation or recognition;

the Authority is of the opinion that the continued authorisation or recognition of the

scheme is or will be against the public interest;

the Authority is of the opinion that the continued authorisation or recognition of the

scheme is or will be prejudicial to its participants or potential participants; or

in the case of —

a scheme authorised under section 286, the responsible person for the scheme

or the trustee for the scheme, where applicable, fails to comply with

section 286(10) or (13); or

a scheme recognised under section 287, the responsible person for the

scheme or the representative for the scheme, where applicable, fails to

comply with section 287(9), (12) or (13).

(2)  Where the Authority revokes the authorisation or recognition of a collective investment

scheme under subsection (1), the Authority may issue such directions as it deems fit to the

responsible person for the scheme, including a direction that he —

refund all moneys contributed by the participants of the scheme; or

provide the participants with an option, on such terms as the Authority may approve,

to obtain from him a refund of all moneys contributed by them or to redeem their

units in accordance with the scheme.

(3)   In determining whether to issue a direction under subsection (2), the Authority shall

consider whether the responsible person for the collective investment scheme is able to

liquidate the property of the scheme without material adverse financial effect to the participants,

[16/2003; 1/2005]

[16/2003]

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(a)

(b)

(c)

(a)

(b)

(a)

(b)

(c)

(i)

(ii)

and for this purpose, the factors which the Authority may take into account include —

whether a significant amount of the moneys contributed by the participants has been

invested;

the liquidity of the property of the scheme; and

the penalties, if any, payable for liquidating the property.

(4)  A responsible person who contravenes any of the directions issued by the Authority to

him 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.

(5)  Notwithstanding subsection (1), the Authority may, if it considers it desirable to do so,

instead of revoking the authorisation or recognition of a collective investment scheme, suspend

the authorisation or recognition of that scheme for a specific period, and may at any time

remove such suspension.

(6)  Where the Authority revokes the authorisation or recognition of a collective investment

scheme under subsection (1) or suspends the authorisation or recognition of a collective

investment scheme under subsection (5), it shall notify the responsible person for the scheme.

(7)  Subject to subsection (8), the Authority may, upon an application in writing made to it

by the responsible person for a collective investment scheme, in such form and manner as may

be prescribed, withdraw the authorisation or recognition of that scheme.

(8)  The Authority may refuse to withdraw the authorisation or recognition of a collective

investment scheme under subsection (7) where the Authority is of the opinion that —

there is any matter concerning the scheme which should be investigated before the

authorisation or recognition is withdrawn; or

the withdrawal of the authorisation or recognition would not be in the public interest.

(8A)  The Authority shall not —

revoke the authorisation or recognition of a collective investment scheme under

subsection (1);

suspend the authorisation or recognition of a collective investment scheme under

subsection (5); or

refuse the withdrawal of the authorisation or recognition of a collective investment

scheme under subsection (8),

without giving the responsible person of the scheme an opportunity to be heard, except that an

opportunity to be heard need not be given if the revocation or suspension is on the ground that

the continued authorisation or recognition of the scheme is against the public interest on the

basis of any of the following circumstances:

the person making the offer (being an entity), the responsible person or the collective

investment scheme itself, is in the course of being wound up or otherwise dissolved,

whether in Singapore or elsewhere;

the person making the offer (being an individual) is an undischarged bankrupt,

whether in Singapore or elsewhere;
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(iii)

(a)

(b)

(c)

(a)

(b)

a receiver, a receiver and manager or an equivalent person has been appointed,

whether in Singapore or elsewhere, in relation to or in respect of any property of the

person making the offer (being an entity), the responsible person or the collective

investment scheme.

(8B)  The responsible person for a collective investment scheme may, within 30 days after he

is notified that the Authority —

has revoked the authorisation or recognition, as the case may be, of that scheme

under subsection (1);

has suspended the authorisation or recognition, as the case may be, of that scheme

under subsection (5); or

has refused to withdraw the authorisation or recognition, as the case may be, of that

scheme under subsection (8),

appeal to the Minister whose decision shall be final.

(9)    Where the Authority revokes an authorisation or recognition under subsection (1),

suspends an authorisation or recognition under subsection (5) or withdraws an authorisation or

recognition under subsection (7), it may —

impose such conditions on the revocation, suspension or withdrawal as it considers

appropriate; and

publish notice of the revocation, suspension or withdrawal, and the reason therefor, in

such manner as it considers appropriate.

[UK FSMA2000, s. 254, s. 255 and s. 256; HK SF Bill, Clause 105]

Appr oval of tr ustees

289.—(1)   The Authority may, upon an application made to the Authority in such form and

manner as may be prescribed by regulations made under section 341, approve a public company

to act as a trustee for collective investment schemes which are authorised under section 286 and

constituted as unit trusts (referred to in this Subdivision as an approved trustee), subject to such

conditions or restrictions as the Authority may think fit to impose by notice in writing.

(1A)  The Authority may, at any time, by notice in writing to the approved trustee, vary or

revoke any condition or restriction imposed by the Authority under subsection (1) or impose

such further condition or restriction as the Authority may think fit.

(2)  The Authority shall not approve a public company to act as trustee under subsection (1)

unless the company satisfies such financial requirements and other criteria as the Authority may

prescribe.

(3)  An approved trustee shall continue to satisfy the financial requirements and other criteria

prescribed under subsection (2) and every condition or restriction imposed by the Authority

under subsection (1) or (1A).

(4)  Where the Authority is of the opinion that an approved trustee —

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(a)

(b)

(c)

(d)

(i)

(ii)

(iii)

(a)

(b)

has failed to satisfy a financial requirement or other criterion prescribed under

subsection (2), or any condition or restriction imposed by the Authority under

subsection (1) or (1A);

has not carried out its duties with due care and diligence;

has acted in a manner which prejudices the participants of any authorised collective

investment scheme; or

has failed to comply with this Act or the Code on Collective Investment Schemes,

the Authority may —

revoke an approval granted under this section and may direct the manager for the

collective investment scheme or schemes which such approved trustee was acting for,

to appoint a new trustee for the scheme or schemes;

prohibit such approved trustee from acting as trustee for any new collective

investment scheme; or

issue such direction as it deems fit.

(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 —

revoke the approval granted to the approved trustee under this section; and

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.

(5)  An approved trustee shall comply with any direction issued to it under subsection (4).

(6)    It shall not be necessary to publish any direction issued under subsection (4) in the

Gazette.

(7)  Any approved trustee who contravenes subsection (3) or (5) 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.

[HK CUTMF Chapter 4]

Inspection of appr oved tr ustees

290.—(1)  The Authority may, from time to time, inspect the books of an approved trustee.

(2)  For the purpose of an inspection under this section, the approved trustee under inspection

shall afford the Authority access to, and shall produce, its books and shall give such information

and facilities as may be required to conduct the inspection.

(3)    The Authority shall have the power to copy or take possession of the books of an

approved trustee under inspection.

(4)    An approved trustee which fails, without reasonable excuse, to produce any book or

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(a)

(i)

(ii)

(b)

(a)

(b)

(A)

(B)

(C)

(i)

furnish any information or facilities in accordance with subsection (2), or otherwise obstructs

the Authority in the exercise of its powers under this section, shall be guilty of an offence and

shall be liable on conviction to a fine not exceeding $50,000.

[SIA, s. 12]

Duty of tr ustees to fur nish Authority with such r etur n and information as Authority

r equir es

291.  An approved trustee shall furnish such returns and provide such information relating to

its business as the Authority may require.

[SIA, s. 67]

Liability of tr ustees

292.—(1)    Subject to subsection (2), any provision in a trust deed required under

section 286(2)(c) or in any contract with the participants of a collective investment scheme to

which such a trust deed relates, shall be void in so far as it would have the effect of exempting a

trustee under the trust deed from, or indemnifying a trustee against, liability for breach of trust

where the trustee fails to exercise the degree of care and diligence required of a trustee.

(2)  Subsection (1) shall not invalidate —

any release otherwise validly given in respect of anything done or omitted to be done

by a trustee before the giving of the release; or

any provision enabling such a release to be given —

on the agreement thereto of a majority of not less than three-fourths of the

participants in a collective investment scheme voting in person or by proxy at

a meeting summoned for the purpose; and

either with respect to specific acts or omissions or on the trustee ceasing to

act.

[Companies, s. 120]

Disqualification or r emoval of dir ector or executive officer

292A.—(1)  Notwithstanding the provisions of any other written law —

an approved trustee shall not, without the prior written consent of the Authority,

permit a person to act as its executive officer; and

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 —

has been convicted, whether in Singapore or elsewhere, of an offence committed

before, on or after the date of commencement of section 9(1)(s) of the Financial

Institutions (Miscellaneous Amendments) Act 2013, being an offence —

involving fraud or dishonesty;

the conviction for which involved a finding that he had acted fraudulently or

dishonestly; or

that is specified in the Third Schedule to the Registration of Criminals Act
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(ii)

(iii)

(iv)

(v)

(A)

(B)

(vi)

(a)

(b)

(c)

(a)

(b)

(Cap. 268);

is an undischarged bankrupt, whether in Singapore or elsewhere;

has had execution against him in respect of a judgment debt returned unsatisfied in

whole or in part;

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;

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

has been a director of, or directly concerned in the management of, a regulated

financial institution, whether in Singapore or elsewhere —

which is being or has been wound up by a court; or

the approval, authorisation, designation, recognition, registration or licence

of which has been withdrawn, cancelled or revoked by the Authority or, in

the case of a regulated financial institution in a foreign country or territory,

by the regulatory authority in that foreign country or territory.

(2)  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 —

has wilfully contravened or wilfully caused the approved trustee to contravene any

provision of this Act;

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

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 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 person from his office or employment

under subsection (2), the Authority shall —

give the approved trustee and the person notice in writing of its intention to do so;

and

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
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(a)

(b)

person should not be removed.

(5)  If the approved trustee and the person referred to in subsection (4) —

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

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 executive officer of an approved trustee

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.

(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 this section, unless the context otherwise requires —

“regulated financial institution” means a person who carries on a business, the conduct of

which is regulated or authorised by the Authority or, if it is carried on in Singapore,

would be regulated or authorised by the Authority;

“regulatory authority”, in relation to a foreign country or territory, means an authority of

the foreign country or territory exercising any function that corresponds to a

regulatory function of the Authority under this Act, the Monetary Authority of

Singapore Act or any of the written laws set out in the Schedule to that Act.

Information of insolvency, etc.

292B.—(1)  Any approved trustee 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 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.

Inter pr etation 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

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(a)

(b)

(a)

(b)

(i)

(ii)

(iii)

(iv)

(c)

(d)

(a)

(b)

(c)

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 —

which the Authority has assumed control of under section 292D; or

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.

Action by Authority if appr oved tr ustee 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 —

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;

an approved trustee becomes unable to meet its obligations, or is insolvent, or

suspends payments;

the Authority is of the opinion that an approved trustee —

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;

is or is likely to become insolvent, or is or is likely to become unable to meet

its obligations, or is about to suspend payments;

has contravened any of the provisions of this Act; or

has failed to comply with any condition or restriction imposed on it under

section 289(1) or (1A); or

the Authority considers it in the public interest to do so.

(2)  Subject to subsections (1) and (3), the Authority may —

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;

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

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

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(a)

(b)

(c)

(a)

(b)

(c)

(a)

(b)

(c)

(a)

(b)

(a)

(b)

duties, functions and powers of the statutory manager —

may be discharged or exercised by such persons jointly and severally;

shall be discharged or exercised by such persons jointly; and

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:

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;

further exercise any of the powers under subsection (2);

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 —

the exercise or purported exercise of any power under this Act;

the performance or purported performance of any function or duty under this Act; or

the compliance or purported compliance with this Act.

(6)  Any approved trustee 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 $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 contr ol 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 —

shall manage the relevant business of the approved trustee in the name of and on

behalf of the approved trustee; and

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 —

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

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 the approved trustee, including

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(a)

(b)

(a)

(b)

(i)

(ii)

(a)

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 Companies Act or the constitution of the

approved trustee.

(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.

(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 —

the act or purported act of the person shall be invalid and of no effect; and

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 trustee in 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 —

the act or purported act of the person shall be invalid and of no effect; and

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 —

if there is any conflict or inconsistency between —

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

a direction or decision given by any chief executive officer, director,

member, executive officer, employee, agent or office holder, or the board of

directors, of the approved trustee,
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(b)

(a)

(b)

(i)

(ii)

(a)

(b)

(a)

(b)

(c)

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 subparagraph (ii); and

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.

Dur ation of contr ol

292F.—(1)    The Authority shall cease to be in control of the relevant business of an

approved trustee when the Authority is satisfied that —

the reasons for the Authority’s assumption of control of the relevant business have

ceased to exist; or

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 —

if the Authority is satisfied that —

the reasons for the appointment have ceased to exist; or

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

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 —

the Authority’s assumption of control of the relevant business of an approved trustee;

the cessation of the Authority’s control of the relevant business of an approved

trustee;

the appointment of a statutory manager in relation to the relevant business of an

approved trustee; and

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(d)

(a)

(b)

(a)

(b)

(a)

(b)

the revocation of a statutory manager’s appointment in relation to the relevant

business of an approved trustee.

Responsibilities of officer s, member, etc., of appr oved tr ustee

292G.—(1)  During the period when the Authority or statutory manager is in control of the

relevant business of an approved trustee —

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

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 statutory manager such

information as the Authority or statutory manager may require for the discharge of

the Authority’s or statutory manager’s duties or functions, or the exercise of the

Authority’s or statutory manager’s powers, in relation to the approved trustee, within

such time and in such manner as may be specified by the Authority or statutory

manager.

(2)  Any person who —

without reasonable excuse, fails to comply with subsection (1)(b); or

in purported compliance with subsection (1)(b), knowingly or recklessly furnishes

any information or document that is false or misleading in a material particular,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or

to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing

offence, to a further fine not exceeding $5,000 for every day or part thereof during which the

offence continues after conviction.

Remuner ation and expenses of Authority and other s in certain cases

292H.—(1)  The Authority may at any time fix the remuneration and expenses to be paid by

an approved trustee —

to a statutory manager or statutory adviser appointed in relation to the approved

trustee, whether or not the appointment has been revoked; and

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.

(2)    The approved trustee shall reimburse the Authority any remuneration and expenses

payable by the approved trustee to a statutory manager or statutory adviser.

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(a)

(b)

(c)

(a)

(b)

(a)

(b)

Authority may issue dir ections

293.—(1)  The Authority may, where it thinks it necessary or expedient in the interests of the

public or a section of the public or for the protection of investors, issue directions by notice in

writing either of a general or specific nature to —

where a collective investment scheme is constituted as a corporation, the corporation;

the manager, trustee, or representative for a collective investment scheme; or

any class of such persons referred to in paragraph (a) or (b).

(2)    Any person to whom a notice is given under subsection (1) shall comply with such

direction as may be contained in the notice.

(3)    It shall not be necessary to publish any direction issued under subsection (1) in the

Gazette.

(4)  Any person who contravenes any of the directions issued to him 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.

[SIA, s. 21]

Ser vice

294.—(1)  Where a collective investment scheme —

is authorised under section 286, any document relating to the scheme shall be

sufficiently served if served on the responsible person for the scheme at his last

known address; or

is recognised under section 287, any document relating to the scheme shall be

sufficiently served if served on the responsible person for the scheme or the

representative for the scheme at his last known address.

(1A)  For the avoidance of doubt, a reference in subsection (1) to service of any document

relating to the scheme shall include the service of any process in relation to the scheme.

(2)  Any notice or direction to be given or served by the Authority on a corporation (where a

collective investment scheme is constituted as a corporation), the manager for a collective

investment scheme, the trustee for a collective investment scheme or the representative for a

collective investment scheme shall for all purposes be regarded as duly given or served if it has

been delivered or sent by post or facsimile transmission to such person at his last known

address.

(3)  In the case of a corporation, the last known address referred to in subsections (1) and (2)

shall be —

if it is a company incorporated in Singapore, the address of its registered office in

Singapore; or

if it is a foreign company, the address of its registered office in Singapore or the

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(a)

(b)

(a)

(b)

registered address of its agent or, if it does not maintain a place of business in

Singapore, its registered office in the place of its incorporation.

[Companies, s. 376]

Winding up

295.—(1)    Where a collective investment scheme is to be wound up, whether under this

section or otherwise, the responsible person for the scheme shall give notice in writing of the

proposed winding up to the Authority at least 7 days before the winding up.

(2)  Where the Authority revokes or withdraws the authorisation of a collective investment

scheme under section 288, the responsible person and, where applicable, the trustee shall take

the necessary steps to wind up the scheme.

(3)  Where —

the responsible person for a collective investment scheme authorised under

section 286 is in liquidation; or

in the opinion of the trustee for a collective investment scheme authorised under

section 286 which is constituted as a unit trust, the responsible person for the scheme

has ceased to carry on business or has, to the prejudice of the participants of the

scheme, failed to comply with any provision of the trust deed in respect of the

scheme,

the trustee shall summon a meeting of the participants for the purpose of determining an

appropriate course of action.

(4)  A meeting under subsection (3) shall be summoned —

by giving notice in writing of the proposed meeting at least 21 days before the

proposed meeting to each participant at his last known address or, in the case of joint

participants, to the participant whose name stands first in the records of the

responsible person for the scheme; and

by publishing, at least 21 days before the proposed meeting, an advertisement giving

notice of the meeting in at least 4 local daily newspapers, one each published in the

English, Malay, Chinese and Tamil languages.

(5)  If at any such meeting a resolution is passed by a majority in number representing threefourths in value of the participants present and voting either in person or by proxy at the

meeting that the scheme to which the trust deed relates be wound up, the responsible person for

the scheme and, where applicable, the trustee shall take the necessary steps to wind up the

scheme.

(6)  Any responsible person who contravenes subsection (1) shall be guilty of an offence and

shall be liable on conviction to a fine not exceeding $50,000.

(7)  Any responsible person or, where applicable, trustee who contravenes subsection (2) or

(5) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding

$50,000.

(8)  Any trustee who contravenes subsection (3) or (4) shall be guilty of an offence and shall

be liable on conviction to a fine not exceeding $50,000.

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(a)

(b)

(a)

(b)

(a)

(b)

Power to acquir e units of participants of r eal estate investment tr ust in certain

cir cumstances

295A.—(1)  Where an arrangement or a contract involving the transfer of all of the units, or

all of the units in any particular class, in a real estate investment trust (referred to in this section

as the subject trust), to —

the trustee of another trust (including the trustee-manager of a business trust and the

trustee of another real estate investment trust); or

a corporation,

(referred to in this section as the transferee) has, within 4 months after the making of the offer

in that behalf by the transferee, been approved as to the units or as to each class of units whose

transfer is involved by participants of the subject trust holding no less than 90% of the total

number of those units or of the units of that class (other than units already held at the date of the

offer by the transferee), the transferee may, at any time within 2 months after the offer has been

so approved, give notice in the prescribed manner to any dissenting participant of the subject

trust that it desires to acquire his units.

(2)  When a notice referred to in subsection (1) is given, the transferee shall, unless on an

application made by a dissenting participant within one month from the date on which the

notice was given or within 14 days of a statement being supplied to a dissenting participant

under subsection (3) (whichever is the later) a court thinks fit to order otherwise, be entitled and

bound to acquire those units —

on the terms which under the arrangement or contract the units of the approving

participants are to be transferred to the transferee; or

if the offer contained 2 or more alternative sets of terms, on the terms which were

specified in the offer as being applicable to dissenting participants.

(3)  Where a transferee has given notice to any dissenting participant of the subject trust that

it desires to acquire his units, the dissenting participant shall be entitled to require the transferee

by a demand in writing served on the transferee, within one month from the date on which the

notice was given, to supply him with a statement in writing of the names and addresses of all

other dissenting participants as shown in the register of participants of the subject trust; and the

transferee shall not be entitled or bound to acquire the units of the dissenting participants until

14 days after the posting of the statement of such names and addresses to the dissenting

participant.

(4)    Where, pursuant to any such arrangement or contract, units in the subject trust are

transferred to the transferee or its nominee and those units together with any other units in the

subject trust held by the transferee at the date of the transfer comprise or include 90% of the

total number of the units in the subject trust or of any class of those units, then —

the transferee shall within one month from the date of the transfer (unless on a

previous transfer pursuant to the arrangement or contract it has already complied with

this requirement) give notice of that fact in the prescribed manner to the participants

of the subject trust holding the remaining units in, or the remaining units of that class

of units in, the subject trust who have not assented to the arrangement or contract;

and

any such participant may within 3 months from receiving the notice require the
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(a)

(b)

(a)

(b)

(c)

(a)

(b)

(c)

transferee to acquire his units.

(5)  Where a participant has given notice under subsection (4)(b) with respect to any units,

the transferee shall be entitled and bound to acquire those units —

on the terms on which under the arrangement or contract the units of the approving

participants were transferred to it; or

on such other terms as are agreed or as the court on the application of either the

transferee or the participant thinks fit to order.

(6)  Where a notice has been given by the transferee under subsection (1) and a court has not,

on an application made by the dissenting participant, ordered to the contrary, the transferee

shall —

after the expiration of one month after the date on which the notice has been given;

after 14 days after a statement has been supplied to a dissenting participant under

subsection (3); or

if an application to the court by the dissenting participant is then pending, after that

application has been disposed of,

transmit a copy of the notice to the trustee of the subject trust together with an instrument of

transfer executed on behalf of the participant by any person appointed by the transferee and on

its own behalf by the transferee, and pay, allot or transfer to the trustee of the subject trust the

amount or other consideration representing the price payable by the transferee for the units

which by virtue of this section the transferee is entitled to acquire, and the trustee of the subject

trust shall thereupon register the transferee as the holder of those units.

(7)  Any sums received by the trustee of the subject trust under this section shall be paid into

a separate bank account, and any such sums and any other consideration so received shall be

held by that trustee in trust for the several persons who had held the units in respect of which

they were respectively received.

(8)  Where any consideration other than cash is held in trust by the trustee of the subject trust

for any person under this section, the trustee may, after the expiration of 2 years from, and shall,

before the expiration of 10 years from, the date on which such consideration was allotted or

transferred to him, transfer such consideration to the Official Receiver.

(9)    The Official Receiver shall sell or dispose of any consideration so received in such

manner as he thinks fit and shall deal with the proceeds of such sale or disposal in accordance

with section 295B.

(10)  In determining the units in the subject trust already held by the transferee at the date of

the offer under subsection (1) or the percentage of the total number of units in the subject trust

or of any class of those units held by the transferee under subsection (4), units held or

acquired —

by a nominee on behalf of the transferee;

where the transferee is a corporation, by its related corporation or by a nominee of the

related corporation;

where the transferee is the trustee-manager of a business trust or the trustee of a real

estate investment trust —
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(i)

(ii)

(iii)

(d)

(a)

(b)

(a)

(b)

(a)

(b)

by a person who controls more than 50% of the voting power in the business

trust or real estate investment trust, or by a nominee of that person;

by the trustee-manager of the business trust on its own account, or by the

manager for the real estate investment trust, or by a nominee of the trusteemanager or manager; or

by a related corporation of the trustee-manager for the business trust or the

manager for the real estate investment trust or by a nominee of that related

corporation; or

where the transferee is the trustee of a trust that is not a business trust or real estate

investment trust, by a related corporation of the trustee (being a corporation) or by a

nominee of that related corporation,

shall be treated as held or acquired by the transferee.

(11)  For the avoidance of doubt, in this section —

a reference to a transferee (being the trustee of a trust) holding, acquiring or

contracting to acquire units in another trust is a reference to his doing any of these as

trustee of the first-mentioned trust; and

a reference to a transfer of units of a trust to a transferee (being the trustee of another

trust) is a reference to such transfer of units to him as trustee of that other trust.

(12)  The reference in subsection (1) to units already held by the transferee —

includes a reference to units which the transferee has contracted to acquire; but

excludes units which are the subject of a contract binding the holder thereof to accept

the offer when it is made, being a contract entered into by the holder for no

consideration and under seal or for no consideration other than a promise by the

transferee to make the offer.

(13)  Where, during the period within which an offer for the transfer of units to the transferee

can be approved, the transferee acquires or contracts to acquire any of the units whose transfer

is involved but otherwise than by virtue of the approval of the offer, then the transferee may be

treated for the purposes of this section as having acquired or contracted to acquire those units by

virtue of the approval of the offer if, and only if —

the consideration for which the units are acquired or contracted to be acquired

(referred to in this subsection as the acquisition consideration) does not at that time

exceed the consideration specified in the terms of the offer; or

those terms are subsequently revised so that when the revision is announced the

acquisition consideration, at the time referred to in paragraph (a), no longer exceeds

the consideration specified in those terms.

(14)  In this section and sections 295B and 295C —

“dissenting participant” includes a participant who has not assented to the arrangement or

contract and any participant who has failed or refused to transfer his units to the

transferee in accordance with the arrangement or contract;

“Official Receiver” means the Official Assignee appointed under the Bankruptcy Act

(Cap. 20) and includes his deputy and any person appointed as Assistant Official
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(a)

(b)

(a)

(b)

Assignee;

“real estate investment trust” means a collective investment scheme that is —

authorised under section 286 or recognised under section 287; and

a trust that invests primarily in real estate and real estate-related assets specified

by the Authority in the Code on Collective Investment Schemes and all or any

of the units of which are listed for quotation on a securities exchange.

Unclaimed money to be paid to Official Receiver

295B.—(1)  The Official Receiver who receives moneys arising from the proceeds of a sale

or disposal under section 295A shall place the moneys to the credit of a separate account to be

entitled the Compulsory Acquisition of Scheme Account.

(2)    The interest arising from the investment of the moneys standing to the credit of the

Compulsory Acquisition of Scheme Account shall be paid into the Consolidated Fund.

(3)  If any person makes any demand for any money placed to the credit of the Compulsory

Acquisition of Scheme Account, the Official Receiver, upon being satisfied that that person is

entitled to the money, shall authorise payment thereof to be made to him out of that Account or,

if it has been paid into the Consolidated Fund, may authorise payment of a like amount to be

made to him out of moneys made available by Parliament for the purpose.

(4)  Any person dissatisfied with the decision of the Official Receiver in respect of a claim

made pursuant to subsection (3) may appeal to a court which may confirm, disallow or vary the

decision.

(5)  Where any unclaimed moneys paid to a person pursuant to subsection (3) are afterwards

claimed by any other person, that other person shall not be entitled to any payment out of the

Compulsory Acquisition of Scheme Account or out of the Consolidated Fund but such other

person may have recourse against the first-mentioned person to whom the unclaimed moneys

have been paid.

(6)    Any unclaimed moneys paid to the credit of the Compulsory Acquisition of Scheme

Account to the extent to which the unclaimed moneys have not been under this section paid out

of that Account shall, upon the lapse of 7 years from the date of the payment of the moneys to

the credit of that Account, be paid into the Consolidated Fund.

Remedies in cases of oppr ession or injustice

295C.—(1)   Any participant of a real estate investment trust may apply to a court for an

order under this section on the ground —

that the affairs of the trust are being conducted by the manager or trustee for the trust,

or the powers of the directors of the manager or directors of the trustee for the trust

are being exercised, in a manner oppressive to one or more of the participants of the

trust including himself or in disregard of his or their interests as participants of the

trust; or

that some act of the manager or trustee for the trust, carried out in its capacity as

manager or trustee for the trust, as the case may be, has been done or is threatened or

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(a)

(b)

(c)

(d)

(e)

(f)

that some resolution of the participants of the trust or any class of them has been

passed or is proposed which unfairly discriminates against or is otherwise prejudicial

to one or more of the participants of the trust including himself.

(2)  If on such application the court is of the opinion that either of the grounds referred to in

subsection (1) is established, the court may, with a view to bringing to an end to or remedying

the matters complained of, make such order as it thinks fit and, without prejudice to the

generality of the foregoing, the order may —

direct or prohibit any act or cancel or vary any transaction or resolution;

regulate the conduct of the affairs of the manager or trustee for the trust in relation to

the trust in future;

authorise civil proceedings against the directors of the manager or directors of the

trustee for the trust to be brought in the name of or on behalf of all the participants of

the trust as a whole by such person or persons and on such terms as the court may

direct;

provide for the purchase of the units in the trust by other participants of the trust;

provide that the trust be wound up; or

provide that the costs and expenses of and incidental to the application for the order

are to be raised and paid out of the property of the trust or to be borne and paid in

such manner and by such persons as the court deems fit.

(3)  Where an order under this section makes any alteration in or addition to the trust deed of

any trust, then, notwithstanding anything in any other provision of this Act but subject to the

provisions of the order, the manager or trustee of the trust concerned shall not have power,

without the leave of the court, to make any further alteration in or addition to the trust deed that

is inconsistent with the provisions of the order; but subject to the foregoing provisions of this

subsection the alterations or additions made by the order shall have the same effect as if duly

made by special resolution of the participants of the trust.

(4)  A copy of any order made under this section shall be lodged by the applicant with the

Authority within 7 days after the making of the order.

(5)  Any person who contravenes subsection (4) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $10,000 and, in the case of a continuing offence, to

a further fine not exceeding $1,000 for every day or part thereof during which the offence

continues after conviction.

(6)  This section shall apply to a person who is not a participant of a trust but to whom units

in the trust have been transmitted by operation of law as it applies to the participants of a trust;

and references to a participant or participants shall be construed accordingly.

Subdivision (2A) —Voluntary transfer of business of

approved trustee

Inter pr etation of this Subdivision

295D.  In this Subdivision, unless the context otherwise requires —

“approved trustee” means a trustee for collective investment schemes which are

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(a)

(b)

(c)

(a)

(b)

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 to be transferred under this Subdivision;

“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.

Voluntar y tr ansfer 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 —

the Authority has consented to the transfer;

the transfer involves the whole or any part of the business of the transferor that is the

usual business of an approved trustee; and

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 —

the transferee is a fit and proper person; and

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.

(7)    The Authority may require a person to furnish, within the period and in the manner

specified by the Authority, any information or document that the Authority may reasonably

require for the discharge of its duties or functions, or the exercise of its powers, under this

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(a)

(b)

(a)

(b)

(c)

(d)

(e)

(f)

Subdivision.

(8)  Any person who —

without reasonable excuse, fails to comply with any requirement under subsection

(7); or

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 to furnish under subsection (7), that the 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).

Appr oval of tr ansfer

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) —

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;

the transferor shall obtain the consent of the Authority under section 295E(1)(a);

the transferor and the transferee shall, if they intend to serve on the participants of

their respective collective investment schemes a summary of the transfer, obtain the

Authority’s approval of the summary;

the transferor shall, at least 15 days before the application is made but not earlier than

one month after the report referred to in paragraph (a) is lodged with the Authority,

publish in the Gazette and in such newspaper or newspapers as the Authority may

determine a notice of the transferor’s intention to make the application and containing

such other particulars as may be prescribed;

the transferor and the transferee shall keep at their respective offices in Singapore, 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 the notice

referred to in paragraph (d) in the Gazette; and

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).

(3)  The Authority and any person who, in the opinion of the Court, is likely to be affected by

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(a)

(b)

(a)

(b)

(a)

(b)

(c)

(d)

(e)

(f)

(a)

(b)

(c)

the transfer —

shall have the right to appear before and be heard by the Court in any proceedings

relating to the transfer; and

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 —

approve the transfer without modification or subject to any modification agreed to by

the transferor and the transferee; or

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:

the transfer to the transferee of the whole or any part of the business of the transferor;

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;

the continuation by (or against) the transferee of any legal proceedings pending by

(or against) the transferor;

the dissolution, without winding up, of the transferor;

the provisions to be made for persons who are affected by the transfer;

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 —

provide for the transfer of any business, whether or not the transferor otherwise has

the capacity to effect the transfer in question;

make provision in relation to any property which is held by the transferor as trustee;

and

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
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(a)

(b)

(i)

(ii)

(iii)

(a)

(b)

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 copy of the order with the Registrar of Companies and with the Authority; and

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.

Subdivision (3) —Prospectus requirements

Requir ement for pr ospectus and pr ofile statement, wher e r elevant

296.—(1)  No person shall make an offer of units in a collective investment scheme unless

the offer —

is made in or accompanied by a prospectus in respect of the offer —

that is prepared in accordance with such requirements as may be prescribed

by the Authority;

a copy of which, being one that has been signed in accordance with

subsection (2A), is lodged with the Authority; and

that is registered by the Authority; and

complies with such requirements as may be prescribed by the Authority.

(1A)  A person who lodges a preliminary document with the Authority shall be deemed to

have lodged a prospectus with the Authority.

(1B)  A preliminary document referred to in subsection (1A) shall contain all information to

be included in a prospectus other than such information as may be prescribed by the Authority.

(2)  Notwithstanding subsection (1), an offer of units in a collective investment scheme may

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(a)

(b)

(c)

(d)

(e)

(a)

(A)

(B)

(C)

(i)

(A)

(B)

(ii)

(b)

(a)

(b)

be made in or accompanied by an extract from, or an abridged version of, a prospectus (referred

to in this Subdivision as a profile statement), instead of a prospectus, if —

a prospectus is prepared in accordance with such requirements as may be prescribed

under subsection (1)(a)(i) and the profile statement is prepared in accordance with

such requirements as may be prescribed;

a copy of the prospectus and a copy of the profile statement, each of which has been

signed in accordance with subsection (2A), are lodged with the Authority, and the

prospectus is lodged no later than the profile statement;

the prospectus and profile statement are registered by the Authority;

sufficient copies of the prospectus are made available for collection at the times and

places specified in the profile statement; and

the offer complies with such other requirements as may be prescribed.

(2A)    The copy of a prospectus or profile statement lodged with the Authority shall be

signed —

where the person making the offer of units in a collective investment scheme is the

responsible person for the scheme, by every director or equivalent person of the

responsible person and every person who is named therein as a proposed director or

an equivalent person of the responsible person; and

where the person making the offer of units in a collective investment scheme is not

the responsible person for the scheme —

where the responsible person is controlled by —

the person making the offer;

one or more of the related parties of the person making the offer; or

the person making the offer and one or more of his related parties,

by the persons referred to in paragraph (a) and the persons referred to in subparagraph (ii)(A) or (B), as the case may be; and

in any other case —

where that person is an entity, by every director or equivalent

person of that entity; or

where that person is an individual, by the individual or a person

authorised by him in writing.

(2B)  A requirement under subsection (2A) for the copy of a prospectus or profile statement

to be signed by a director or an equivalent person is satisfied if the copy is signed —

by that director or equivalent person; or

by a person who is authorised in writing by that director or equivalent person to sign

on his behalf.

(2C)  A requirement under subsection (2A) for the copy of a prospectus or profile statement

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(a)

(b)

(a)

(i)

(ii)

(b)

(i)

(ii)

(c)

(d)

to be signed by a person named therein as a proposed director or an equivalent person is

satisfied if the copy is signed —

by that proposed director or equivalent person; or

by a person who is authorised in writing by that proposed director or equivalent

person to sign on his behalf.

(3)  No person shall make an offer of units in a collective investment scheme if that scheme

has not been formed or does not exist.

(4)  [Deleted by Act 1/2005]

(5)  Any person who contravenes subsection (1) or (3) shall be guilty of an offence and shall

be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not

exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not

exceeding $15,000 for every day or part thereof during which the offence continues after

conviction.

(6)  The Authority may register a prospectus or a profile statement on any day within the

period prescribed by the Authority from the date of lodgment thereof with the Authority,

unless —

the Authority gives to the person making the offer a notice of an opportunity to be

heard under subsection (12);

the Authority gives a notice to the person making the offer of an extension, in which

case, the Authority may, not later than 28 days from the date of lodgment of the

prospectus or profile statement —

register the prospectus or profile statement; or

give the person making the offer a notice of an opportunity to be heard under

subsection (12);

the person making the offer applies in writing to extend the period during which the

prospectus or profile statement may be registered, in which case the Authority may,

at any time up to and including the date on which the extended period ends —

register the prospectus or profile statement; or

give the person making the offer a notice of an opportunity to be heard under

subsection (12); or

the person making the offer gives a notice in writing to the Authority to withdraw the

lodgment of the prospectus or profile statement, in which case the Authority shall not

register the prospectus or profile statement.

(6A)  Where, after a notice of an opportunity to be heard has been given under subsection (6)

(a), (b)(ii) or (c)(ii), the Authority decides not to refuse registration of the prospectus or profile

statement, the Authority may proceed with the registration on such date as it considers

appropriate, except that that date shall not be earlier than such day from the date of lodgment of

the prospectus or profile statement with the Authority as the Authority may prescribe.

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(a)

(b)

(a)

(b)

(a)

(b)

(6AA)  For the purposes of subsections (6) and (6A), the Authority may prescribe the same

period and day for all offers or different periods and days for different offers.

(6B)  Where a prospectus lodged with the Authority is a preliminary document, the Authority

shall not register the prospectus unless a copy of the prospectus which has been signed in

accordance with subsection (2A) and which contains the information required to be included in

a prospectus as prescribed under subsection (1)(a)(i), including such information which could

be omitted from the preliminary document by virtue of subsection (1B), has been lodged with

the Authority.

(6C)  A person making an offer of units in a collective investment scheme may lodge any

amendment to a prospectus or profile statement in respect of that offer at any time before, but

not after, the registration of the prospectus or profile statement by the Authority.

(7)  Subject to subsection (8) —

where any amendment to a prospectus is lodged, the prospectus and any profile

statement which is lodged shall be deemed for the purposes of subsection (6) to have

been lodged when such amendment was lodged; and

where any amendment to a profile statement is lodged, the profile statement shall be

deemed for the purposes of subsection (6) to have been lodged when such

amendment was lodged.

(8)  Where an amendment to a prospectus or profile statement is lodged with the consent of

the Authority, the prospectus or profile statement as amended shall be deemed, for the purposes

of subsection (6), to have been lodged when the original prospectus or profile statement was

lodged with the Authority.

(8A)  An amendment to a prospectus or profile statement that is lodged shall be treated as

part of the original prospectus or profile statement.

(9)  The Authority may, for public information, publish —

a prospectus or profile statement lodged with the Authority under this section; and

where applicable, the translation thereof in the English language lodged with the

Authority under section 318A(1),

and for the purposes of this subsection, the person making the offer shall provide the Authority

with a copy of the prospectus or profile statement and, where applicable, the translation in such

form or medium for publication as the Authority may require.

(10)  The Authority shall refuse to register a prospectus if —

the Authority is of the opinion that the prospectus contains a false or misleading

statement;

there is an omission from the prospectus of any information that is required to be

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(c)

(d)

(e)

(ea)

(eb)

(f)

(a)

(b)

(c)

(ca)

(cb)

(cc)

(d)

(e)

(f)

included, or an inclusion in the prospectus of any information that is prohibited, by

virtue of requirements prescribed under subsection (1)(a);

the Authority is of the opinion that the prospectus does not comply with the

requirements of this Act;

the copy of the prospectus that is lodged with the Authority is not signed in

accordance with subsection (2A);

any written consent of an expert to the issue of the prospectus required under

section 249 (as applied to this Subdivision by virtue of section 302), or a copy thereof

which is verified as prescribed, is not lodged with the Authority;

any written consent of an issue manager to the issue of the prospectus required under

section 249A(1) (as applied to this Subdivision by virtue of section 302), or a copy

thereof which is verified as prescribed, is not lodged with the Authority;

any written consent of an underwriter to the issue of the prospectus required under

section 249A(2) (as applied to this Subdivision by virtue of section 302), or a copy

thereof which is verified as prescribed, is not lodged with the Authority; or

the Authority is of the opinion that it is not in the public interest to do so.

(11)  The Authority shall refuse to register a profile statement if —

the Authority is of the opinion that the profile statement contains a false or

misleading statement;

there is an omission from the profile statement of any information that is required to

be included, or an inclusion in the profile statement of any information that is

prohibited, by virtue of requirements prescribed under subsection (2)(a);

the copy of the profile statement that is lodged with the Authority is not signed in

accordance with subsection (2A);

any written consent of an expert to the issue of the profile statement required under

section 249 (as applied to this Subdivision by virtue of section 302), or a copy thereof

which is verified as prescribed, is not lodged with the Authority;

any written consent of an issue manager to the issue of the profile statement required

under section 249A(1) (as applied to this Subdivision by virtue of section 302), or a

copy thereof which is verified as prescribed, is not lodged with the Authority;

any written consent of an underwriter to the issue of the profile statement required

under section 249A(2) (as applied to this Subdivision by virtue of section 302), or a

copy thereof which is verified as prescribed, is not lodged with the Authority;

the Authority is of the opinion that the profile statement does not comply with the

requirements of this Act;

the prospectus has not been registered by the Authority; or

the Authority is of the opinion that it is not in the public interest to do so.

(12)  The Authority shall not refuse to register a prospectus under subsection (10) or a profile

statement under subsection (11) without giving the person making the offer an opportunity to be

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(a)

(b)

(c)

(a)

(b)

(i)

(ii)

(iii)

heard, except that an opportunity to be heard need not be given if the refusal is on the ground

that it is not in the public interest to register the prospectus or profile statement on the basis of

any of the following circumstances:

the person making the offer (being an entity), the responsible person or the collective

investment scheme itself, is in the course of being wound up or otherwise dissolved,

whether in Singapore or elsewhere;

the person making the offer (being an individual) is an undischarged bankrupt,

whether in Singapore or elsewhere;

a receiver, a receiver and manager or an equivalent person has been appointed,

whether in Singapore or elsewhere, in relation to or in respect of any property of the

person making the offer (being an entity), the responsible person or the collective

investment scheme.

(13)  Any person making an offer may, within 30 days after he is notified that the Authority

has refused to register a prospectus or profile statement to which his offer relates under

subsection (10) or (11), appeal to the Minister whose decision shall be final.

(14)  If —

a prospectus or profile statement is issued, circulated or distributed before it has been

registered by the Authority; or

an application to subscribe for or purchase units in a collective investment scheme is

accepted, or units in a collective investment scheme are issued or sold, before a

prospectus and, where applicable, profile statement, in respect of the units has been

registered by the Authority,

the person making the offer and every person who is knowingly a party to —

the issue, circulation or distribution of the prospectus or profile statement;

the acceptance of the application to subscribe for or purchase the units; or

the issue or sale of the units,

as the case may be, shall be guilty of an offence and shall be liable on conviction to a fine not

exceeding $150,000 or to imprisonment for a term not exceeding 2 years or to both and, in the

case of a continuing offence, to a further fine not exceeding $15,000 for every day or part

thereof during which the offence continues after conviction.

(14A)  For the purposes of subsections (10)(a) and (11)(a), any reference to a statement shall

include a reference to any information presented, regardless of whether such information is in

text or otherwise.

(15)    Regulations made under this section may provide that a contravention of specified

provisions thereof shall be an offence and may provide for penalties not exceeding a fine of

$50,000.

[Companies, s. 43; Aust. Corporations 2001, s. 721]

Stop or der for pr ospectus and pr ofile statement

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(a)

(b)

(c)

(d)

(a)

(b)

(c)

(d)

(a)

(b)

(c)

297.—(1)  If a prospectus has been registered and —

the Authority is of the opinion that the prospectus contains a false or misleading

statement;

there is an omission from the prospectus of any information that is required to be

included, or an inclusion in the prospectus of any information that is prohibited, by

virtue of requirements prescribed under section 296;

the Authority is of the opinion that the prospectus does not comply with the

requirements of this Act; or

the Authority is of the opinion that it is in the public interest to do so,

the Authority may by an order in writing (referred to in this section as a stop order) served on

the person making the offer of units in a collective investment scheme to which the prospectus

relates, direct that no or no further units in the scheme be issued or sold.

(2)  If a profile statement has been registered and —

the Authority is of the opinion that the profile statement contains a false or

misleading statement;

there is an omission from the profile statement of any information that is required to

be included, or an inclusion in the profile statement of any information that is

prohibited, by virtue of requirements prescribed under section 296;

the Authority is of the opinion that the profile statement does not comply with the

requirements of this Act; or

the Authority is of the opinion that it is in the public interest to do so,

the Authority may by an order in writing (referred to in this section as a stop order) served on

the person making the offer of units in a collective investment scheme to which the profile

statement relates, direct that no or no further units in the scheme be issued or sold.

(2A)  Notwithstanding subsections (1) and (2), the Authority shall not serve a stop order if

any of the units in a collective investment scheme to which the prospectus or profile statement

relates has been issued or sold, and listed for quotation on a securities exchange and trading in

them has commenced.

(3)  The Authority shall not serve a stop order under subsection (1) or (2) without giving the

person making the offer of units in the collective investment scheme an opportunity to be heard,

except that an opportunity to be heard need not be given if the stop order is served on the

ground that it is in the public interest to do so on the basis of any of the following

circumstances:

the person making the offer (being an entity), the responsible person or the collective

investment scheme itself, is in the course of being wound up or otherwise dissolved,

whether in Singapore or elsewhere;

the person making the offer (being an individual) is an undischarged bankrupt,

whether in Singapore or elsewhere;

a receiver, a receiver and manager or an equivalent person has been appointed,

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(i)

(ii)

(a)

(b)

(a)

(b)

(c)

whether in Singapore or elsewhere, in relation to or in respect of any property of the

person making the offer (being an entity), the responsible person or the collective

investment scheme.

(4)  Where applications for units in a collective investment scheme have been made prior to

the service of a stop order, and —

the contributions of the applicants to the scheme have not yet been invested in

accordance with the scheme —

where units in the scheme have not been issued to the applicants, the

applications shall be deemed to have been withdrawn and cancelled; or

where units in the scheme have been issued to the applicants, the issue of the

units shall be deemed to be void,

and the person making the offer of units in the scheme shall, within 7 days from the

date of the stop order, pay to the applicants all moneys which the applicants have

paid for the units, including contributions to the scheme and charges the applicants

have paid to that person, its agent, or any person through whom the applicant has

applied for the units; or

the contributions of the applicants to the scheme have been invested in accordance

with the scheme, the Authority may by notice in writing issue such directions to the

person making the offer of units in the scheme as it deems fit, including a direction

that the person provide the applicants with an option, on such terms as the Authority

may approve, to obtain from that person a refund of all moneys contributed by the

applicants or to redeem their units in accordance with the scheme.

(5)  In determining whether to issue a direction under subsection (4) to the person making the

offer of units in the collective investment scheme to refund the contributions of the applicants,

the Authority shall consider whether the responsible person for the scheme will be able to

liquidate the property of the scheme without material adverse financial effect to the applicants,

and for this purpose, the factors which the Authority may take into account include —

whether a significant amount of the contributions of the participants has been

invested;

the liquidity of the property of the scheme; and

the penalties, if any, payable for liquidating the property.

(6)    It shall not be necessary to publish any direction issued under subsection (4) in the

Gazette.

(7)   If the Authority is of the opinion that any delay in serving a stop order pending the

hearing required under subsection (3) is not in the interests of the public, the Authority may,

without giving the person making the offer of units in the collective investment scheme an

opportunity to be heard, serve an interim stop order on such person directing that no or no

further units in a collective investment scheme to which the prospectus or profile statement

relates be issued or sold.

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(i)

(ii)

(a)

(b)

(a)

(b)

(i)

(ii)

(c)

(8)  An interim stop order shall, unless revoked, be in force —

in a case where —

it is served during a hearing under subsection (3); or

a hearing under subsection (3) is commenced while it is in force,

until the Authority makes an order under subsection (1) or (2); or

in any other case, for a period of 14 days from the day on which the interim stop

order is served.

(9)  Subsection (4) shall not apply where only an interim stop order has been served.

(10)  Any person who fails to comply with a stop order served under subsection (1) or (2) or

an interim stop order served under subsection (7) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not

exceeding 2 years or to both and, in the case of a continuing offence, to a further fine not

exceeding $15,000 for every day or part thereof during which the offence continues after

conviction.

(11)  Any person who contravenes subsection (4), or any direction issued to him under that

subsection, 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.

(12)  For the purposes of subsections (1)(a) and (2)(a), any reference to a statement shall

include a reference to any information presented, regardless of whether such information is in

text or otherwise.

[Aust. Corporations 2001, s. 739]

Lodging supplementar y document or r eplacement document

298.—(1)  If, after a prospectus or profile statement is registered but before the close of the

offer of units in a collective investment scheme, or the expiration of 12 months from the date of

registration of the prospectus by the Authority, whichever is earlier, the person making that

offer becomes aware of —

a false or misleading statement in the prospectus or profile statement;

an omission from the prospectus or profile statement of any information that should

have been included in it by requirements prescribed under section 296; or

a new circumstance that —

has arisen since the prospectus or profile statement was lodged with the

Authority; and

would have been required under this Act to be included in the prospectus or

profile statement,

if it had arisen before the prospectus or the profile statement, as the case may be, was

lodged,

and that is materially adverse from the point of view of an investor, the person may lodge a

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(a)

(b)

(c)

(d)

(a)

(b)

(a)

(b)

(a)

(b)

supplementary or replacement prospectus, or a supplementary or replacement profile statement

(referred to in this section as a supplementary or replacement document, as the case may be),

with the Authority.

(2)  If, after a prospectus or profile statement is registered but before the close of the offer of

units in a collective investment scheme, or the expiration of 12 months from the registration of

the prospectus by the Authority, whichever is earlier, the person making that offer wishes to

update any information in a prospectus or profile statement and he declares in writing to the

Authority that none of the situations set out in subsection (1) apply at that time, the person may

lodge a supplementary or replacement document with the Authority.

(3)  At the beginning of a supplementary document, there shall be —

a statement that it is a supplementary prospectus or a supplementary profile

statement, as the case may be;

an identification of the prospectus or profile statement it supplements;

an identification of any previous supplementary document lodged with the Authority

in relation to the offer; and

a statement that it is to be read together with the prospectus or profile statement it

supplements and any previous supplementary document in relation to the offer.

(4)  At the beginning of a replacement document, there shall be —

a statement that it is a replacement prospectus or a replacement profile statement, as

the case may be; and

an identification of the prospectus or profile statement it replaces.

(5)  The supplementary document and the replacement document must be dated with the date

on which they are lodged with the Authority.

(6)    The person making the offer of units in a collective investment scheme shall take

reasonable steps —

to inform potential investors of the lodgment of any supplementary document or

replacement document under subsection (1); and

to make available to them the supplementary document or replacement document.

(7)    For the purposes of the application of this Division to events that occur after the

lodgment of a supplementary document —

where the supplementary document is a supplementary prospectus, the prospectus in

relation to the offer shall be taken to be the original prospectus together with the

supplementary prospectus and any previous supplementary prospectus in relation to

the offer; and

where the supplementary document is a supplementary profile statement, the profile

statement in relation to the offer shall be taken to be the original profile statement

together with the supplementary profile statement and any previous supplementary

profile statement in relation to the offer.

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(a)

(b)

(i)

(ii)

(a)

(b)

(8)  [Deleted by Act 1/2005]

(9)    For the purposes of the application of this Division to events that occur after the

lodgment of the replacement document —

where the replacement document is a replacement prospectus, the prospectus in

relation to the offer shall be taken to be the replacement prospectus; and

where the replacement document is a replacement profile statement, the profile

statement in relation to the offer shall be taken to be the replacement profile

statement.

(10)  Where, prior to the lodgment of the supplementary document or replacement document

under subsection (1), applications have been made under the original prospectus or profile

statement for units in a collective investment scheme, the person making the offer of units in the

scheme —

shall —

within 2 days (excluding any Saturday, Sunday or public holiday) from the

date of lodgment of the supplementary document or replacement document,

give the applicants notice in writing on how to obtain, or arrange to receive, a

copy of the supplementary document or replacement document, as the case

may be; and

take all reasonable steps to make available within a reasonable period the

supplementary document or replacement document, as the case may be, to

the applicants who have indicated that they wish to obtain, or who have

arranged to receive, a copy of the supplementary document or replacement

document; or

shall, within 7 days from the date of lodgment of the supplementary document or

replacement document, give the applicants the supplementary document or

replacement document, as the case may be.

(11)  Any person who contravenes subsection (3), (4), (5) or (6) 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.

(12)  Any person who contravenes subsection (10) 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.

(13)    For the purposes of subsection (1)(a), the reference to a statement shall include a

reference to any information presented, regardless of whether such information is in text or

otherwise.

[Companies, s. 50A; Aust Corporations 2001, s. 719]

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(a)

(i)

(ii)

(b)

(a)

(b)

(i)

(ii)

Dur ation of validity of pr ospectus and pr ofile statement

299.—(1)  No person shall make an offer of units in a collective investment scheme, or issue

or sell any units in a collective investment scheme, on the basis of a prospectus or profile

statement after the expiration of 12 months from the date of registration by the Authority of the

prospectus in relation to such offer, issue or sale.

(2)  Any person who contravenes subsection (1) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not

exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not

exceeding $5,000 for every day or part thereof during which the offence continues after

conviction.

(3)    An issue or a sale of units in a collective investment scheme that is made in

contravention of subsection (1) shall not, by reason only of that fact, be voidable or void.

[Companies, s. 113A]

Restrictions on advertisements, etc.

300.—(1)  If a prospectus is required for an offer, or intended offer of units in a collective

investment scheme or proposed collective investment scheme, a person shall not —

advertise the offer or intended offer; or

publish a statement that —

directly or indirectly refers to the offer or intended offer; or

is reasonably likely to induce people to subscribe for or purchase the units,

unless the advertisement or publication is authorised by this section.

(2)  In determining whether a statement —

indirectly refers to an offer or intended offer; or

is reasonably likely to induce people to subscribe for or purchase units in a collective

investment scheme,

regard shall be had to whether the statement —

forms part of the normal advertising of an entity’s products or services «and is

genuinely directed at maintaining its existing customers, or attracting new customers,

for those products or services; «and

is likely to encourage investment decisions to be made on the basis of the statement

rather than on the basis of information contained in a prospectus or profile statement.

(2A)    Notwithstanding subsection (3A), a person may, before a prospectus or profile

statement is registered by the Authority, disseminate a preliminary document which has been

lodged with the Authority to institutional investors, relevant persons as defined in

section 305(5) «and persons to whom an offer referred to in section 305(2) is to be made

without contravening subsection (1), if —

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(i)

(ii)

(iii)

(a)

(b)

(c)

(a)

(i)

(ii)

(iii)

(iv)

(b)

the front page of the preliminary document contains —

the following statement:

“This is a preliminary document «and is subject to further amendments

«and completion in the prospectus to be registered by the Monetary

Authority of Singapore.”;

a statement that a person to whom a copy of the preliminary document has

been issued shall not circulate it to any other person; «and

a statement in bold lettering that no offer or agreement shall be made on the

basis of the preliminary document to purchase or subscribe for any units in

the collective investment scheme to which the preliminary document relates;

the preliminary document does not contain or have attached to it any form of

application that will facilitate the making by any person of an offer of units in the

collective investment scheme to which the preliminary document relates, or the

acceptance of such an offer by any person; «and

when the prospectus is registered by the Authority, the person takes reasonable steps

to notify the persons to whom the preliminary document was issued that the

registered prospectus is available for collection.

(2B)    Notwithstanding subsection (3A), a person does not contravene subsection (1) by

presenting, before a prospectus or profile statement is registered by the Authority, oral or

written material —

on matters contained in a preliminary document which has been lodged with the

Authority, to institutional investors, relevant persons as defined in section 305(5) or

persons to whom an offer referred to in section 305(2) is to be made; or

on matters contained in the prospectus or profile statement which has been lodged

with the Authority, for the sole purpose of equipping any of the following persons

with knowledge of the collective investment scheme to market the scheme under the

Financial Advisers «Act (Cap. 110):

a person licensed under that «Act in respect of marketing of collective

investment schemes;

an exempt financial adviser;

a person who is a representative in respect of marketing of collective

investment schemes under that «Act;

a representative of an exempt financial adviser.

(2C)  In subsection (2B), “exempt financial adviser” «and “representative” have the same

meanings as in section 2(1) of the Financial Advisers «Act (Cap. 110).

(3)  For the avoidance of doubt, a person may disseminate a prospectus or profile statement

that has been registered by the Authority under section 296 without contravening subsection (1).

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(a)

(b)

(c)

(d)

(e)

(a)

(aa)

(b)

(ba)

(c)

(3A)  Before a prospectus or profile statement is registered, an advertisement or a publication

does not contravene subsection (1) if it contains only the following:

a statement that identifies the person making the offer, the responsible person for the

collective investment scheme «and, where the collective investment scheme is not a

corporation, the collective investment scheme;

a statement that a prospectus or profile statement for the offer will be made available

when the offer is made;

a statement that anyone wishing to acquire the units in the collective investment

scheme will need to make an application in the manner set out in the prospectus or

profile statement;

a statement on how to obtain, or arrange to receive, a copy of the prospectus or

profile statement; «and

the investment focus of the collective investment scheme.

(3B)   To satisfy subsection (3A), the advertisement or publication shall include all of the

statements referred to in paragraphs (a), (b) «and (c) of that subsection, «and may include the

information referred to in paragraphs (d) «and (e).

(3C)    After a prospectus or profile statement is registered with the Authority, an

advertisement or a publication does not contravene subsection (1) if it complies with such

requirements as may be prescribed by the Authority.

(4)  An advertisement or publication does not contravene subsection (1) if it —

consists solely of a disclosure, notice or report required under this «Act, or any listing

rules or other requirements of a «securities exchange, «futur es exchange or overseas

«securities exchange, made by any person, provided that the disclosure, notice or

report complies with such requirements as may be prescribed by the Authority;

consists solely of a notice or report of a meeting or proposed meeting of the

participants of the collective investment scheme, or a general meeting or proposed

general meeting of the person making the offer, the responsible person or any entity,

provided that the notice or report complies with such requirements as may be

prescribed by the Authority, or a presentation of oral or written material on matters so

contained in the notice or report at the meeting or general meeting;

consists solely of a report about the collective investment scheme or proposed

collective investment scheme that is issued pursuant to this «Act «and the Code on

Collective Investment Schemes;

consists solely of a statement made by the person making the offer or the responsible

person that a prospectus or profile statement in respect of the offer or intended offer

has been lodged with the Authority;

is a news report, or a genuine comment, by a person other than a person referred to in

paragraph (d)(i), (ii), (iii) or (iv), in a newspaper, periodical or magazine or on radio

or television, or any other means of broadcasting or communication, relating to —

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(i)

(ii)

(iii)

(iv)

(i)

(ii)

(iii)

(iv)

(d)

(e)

(i)

(ii)

(f)

(i)

(ii)

(a)

(b)

a prospectus or profile statement that has been lodged with the Authority or

information contained in such a prospectus or profile statement;

a disclosure, notice or report referred to in paragraph (a);

a notice, report, presentation, meeting, proposed meeting, general meeting or

proposed general meeting referred to in paragraph (aa); or

a report referred to in paragraph (b);

is a report about the units in the collective investment scheme which are the subject

of the offer or intended offer, published by someone who is not —

the person making the offer, the responsible person for the scheme, its agent

or distributor;

a director or an equivalent person of the person making the offer or the

responsible person for the scheme;

a person who has an interest in the success of the issue or sale of the units; or

a person acting at the instigation of, or by arrangement with, any person

referred to in sub-paragraph (i), (ii) or (iii);

is a disclosure, notice, report or publication of a description prescribed by the

Authority, «and such other conditions as the Authority may prescribe are satisfied; or

is a publication made by the person making the offer or the responsible person for the

scheme solely to correct or provide clarification on any erroneous or inaccurate

information or comment contained in —

an earlier news report or a genuine comment referred to in paragraph (c); or

an earlier publication published in the ordinary course of business of

publishing a newspaper, periodical or magazine, or of broadcasting by radio,

television or any other means of broadcasting or communication, referred to

in subsection (5),

provided that the first-mentioned publication does not contain any material

information that is not included in the prospectus.

(5)  A person does not contravene subsection (1) if —

he publishes an advertisement or publication in the ordinary course of a business

of —

publishing a newspaper, periodical or magazine; or

broadcasting by radio, television, or any other means of broadcasting or

communication; «and

he did not know, «and had no reason to suspect, that its publication would constitute

a contravention of subsection (1).

(6)  Subsection (4)(c) «and (d) shall not apply to an advertisement or statement if any person

gives consideration or any other benefit for the publication of the advertisement or statement.

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(a)

(b)

(i)

(ii)

(7)  Any person who contravenes subsection (1) or who knowingly authorised or permitted

the publication or dissemination in contravention of subsection (1) shall be guilty of an offence

«and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a

term not exceeding 12 months or to both «and, in the case of a continuing offence, to a further

fine not exceeding $5,000 for every day or part thereof during which the offence continues after

conviction.

(8)  This section does not affect any liability that a person has under any other law.

(9)  The Authority may exempt any person or class of persons from this section, subject to

such conditions as may be determined by the Authority.

(10)  Any person who contravenes any of the conditions under subsection (9) 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.

(11)    For the purposes of this section, any reference to publishing a statement shall be

construed as including a reference to making a statement, whether oral or written, which is

reasonably likely to be published.

(12)  For the purposes of subsections (1) «and (2), any reference to a statement shall include

a reference to any information presented, regardless of whether such information is in text or

otherwise.

[Companies, s. 48; Aust. FSRBill 2001, Clause 1018A]

Issue of units wher e pr ospectus indicates application to list on securities exchange

301.—(1)  Where a prospectus states or implies that application has been or will be made for

permission for the units in a collective investment scheme offered thereby to be listed for

quotation on any securities exchange, and —

the permission is not applied for in the form required by the securities exchange

within 3 days from the date of the issue of the prospectus; or

the permission is not granted before the expiration of 6 weeks from the date of the

issue of the prospectus or such longer period not exceeding 12 weeks from the date of

the issue as is, within those 6 weeks, notified to the applicant by or on behalf of the

securities exchange,

then —

any issue whenever made of units made on an application in pursuance of the

prospectus shall be void; and

any person who continues to issue such units after the period specified in

paragraph (a) or (b) shall be guilty of an offence and shall be liable on conviction to a

fine not exceeding $150,000 or to imprisonment for a term not exceeding 2 years or

to both and, in the case of a continuing offence, to a further fine not exceeding

$15,000 for every day or part thereof during which the offence continues after

conviction.

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(i)

(ii)

(a)

(b)

(a)

(b)

(c)

(2)  Where the permission has not been applied for, or has not been granted as mentioned

under subsection (1), applications for units in the collective investment scheme have been made

and —

the contributions of the applicants to the scheme have not yet been invested in

accordance with the scheme —

in a case where units in the scheme have not been issued to the applicants,

the responsible person for the scheme shall treat such applications as having

been withdrawn; or

in a case where units in the scheme have been issued to the applicants, the

issue of the units shall be deemed to be void,

and the responsible person shall within 7 days after the period specified in

subsection (1)(a) or (b), whichever is applicable, pay to the applicants all moneys

which the applicants have paid for the units, including contributions to the scheme

and charges the applicants have paid to the responsible person, its agent, or any

person through whom the applicant has applied for the units; or

the contributions of the applicants to the scheme have been invested in accordance

with the scheme, the Authority may by notice in writing issue such directions to the

responsible person for the scheme as it deems fit, including a direction that the

responsible person provide the applicants with an option, on such terms as the

Authority may approve, to obtain from the responsible person a refund of all moneys

contributed by the applicants or to redeem their units in accordance with the scheme.

(3)  In determining whether to issue a direction under subsection (2)(b) to the responsible

person to refund the contributions of the applicants, the Authority shall consider whether the

responsible person for the collective investment scheme will be able to liquidate the property of

the scheme without material adverse financial effect to the applicants, and for this purpose, the

factors which the Authority may take into account include —

whether a significant amount of the contributions of the participants has been

invested;

the liquidity of the property of the scheme; and

the penalties, if any, payable for liquidating the property.

(4)  Any responsible person who contravenes subsection (2) or any of the directions issued

under that subsection 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.

(5)   Any responsible person to whom a notice is given under subsection (2) shall comply

with such direction as may be contained in the notice.

(6)    It shall not be necessary to publish any direction issued under subsection (2) in the

Gazette.

(7)  All moneys received from applicants as payment for the units, including contributions to

the scheme and charges which the applicants have paid to the responsible person, its agent, or

any person through whom the applicant has applied for the units, shall be kept in a separate

bank account so long as the responsible person for the collective investment scheme may

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(a)

(b)

(a)

(b)

become liable to repay it under subsection (2).

(8)  Any responsible person for a scheme which is not in compliance with subsection (7) and,

where the scheme is a corporation, every officer thereof, shall be guilty of an offence and shall

be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not

exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not

exceeding $5,000 for every day or part thereof during which the offence continues after

conviction.

(9)    Where the securities exchange has, within the period specified in subsection (1)(b),

granted permission subject to compliance with such requirements as may be specified by the

securities exchange, permission shall be deemed to have been granted by the securities

exchange if —

in a case where the responsible person for the scheme is a corporation, the directors

of the corporation; or

in a case where the responsible person for the scheme is not a corporation, such

persons as may be required by the securities exchange,

have given to the securities exchange an undertaking in writing to comply with the requirements

of the securities exchange.

(10)  Any person who fails to comply with any undertaking given to a securities exchange

under subsection (9) 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.

(11)  A person shall not issue a prospectus inviting persons to subscribe for or purchase units

in a collective investment scheme if it includes —

a false or misleading statement that permission has been granted for those units to be

listed for quotation on, dealt in or quoted on any securities exchange; or

any statement in any way referring to any such permission or to any application or

intended application for any such permission, or to listing for quotation on, dealing in

or quoting the units on any securities exchange, or to any requirements of a securities

exchange, unless that statement is or is to the effect that permission has been granted

or that application has been or will be made to the securities exchange within 3 days

from the date of issue of the prospectus or the statement has been approved by the

Authority for inclusion in the prospectus.

(12)  Any person who contravenes subsection (11) shall be guilty of an offence and shall be

liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not

exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not

exceeding $5,000 for every day or part thereof during which the offence continues after

conviction.

(13)  Where a prospectus contains a statement to the effect that the constituent documents for

the collective investment scheme comply, or have been drawn so as to comply, with the

requirements of any securities exchange, the prospectus shall, unless the contrary intention

appears from the prospectus, be deemed for the purposes of subsection (11)(b) to be a

prospectus that includes a statement that application has been, or will be, made for permission

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(a)

(b)

(i)

(ii)

(a)

for the units to which the prospectus relates, to be listed for quotation on the securities

exchange.

[Companies, s. 53]

Application of pr ovisions r elating to securities

302.—(1)    Sections 247, 249, 249A, 252, 253, 254 and 255 shall, with the necessary

modifications, apply in relation to an offer of units in a collective investment scheme as they

apply in relation to an offer of securities in Division 1 of this Part.

(2)   For the purposes of subsection (1), references in those sections to securities and to a

person subscribing for, purchasing or acquiring securities shall be read as references to units in

a collective investment scheme and to a person subscribing for, purchasing or acquiring such

units, respectively.

(3)  For the purposes of subsection (1), references in sections 253 and 254 to an offer referred

to in section 280 shall be read as a reference to an offer referred to in section 305C.

(4)  For the purposes of subsection (1), references in sections 249, 249A, 253 and 254 to the

issuer shall be read as a reference to the responsible person.

[Companies, s. 113 (1)]

Subdivision (4) —Exemptions

Issue or tr ansfer for no consider ation

302A.—(1)  Subdivisions (2) and (3) of this Division shall not apply to an offer of units in a

collective investment scheme (other than an offer of an option to subscribe for or purchase such

units) if no consideration is or will be given for the issue or transfer of the units.

(2)    Subdivisions (2) and (3) of this Division shall not apply to an offer of an option to

subscribe for or purchase units in a collective investment scheme if —

no consideration is or will be given for the issue or transfer of the option; and

no consideration is or will be given for the underlying units on the exercise of the

option.

Small offer s

302B.—(1)  Subdivisions (2) «and (3) of this Division shall not apply to personal offers of

units in a collective investment scheme by a person if —

the total amount raised by the person from such offers within any period of 12

months does not exceed —

$5 million (or its equivalent in a foreign currency); or

such other amount as may be prescribed by the Authority in substitution for

the amount specified in sub-paragraph (i);

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(i)

(A)

(B)

(C)

(ii)

(b)

(c)

(i)

(ii)

(iii)

(iv)

(v)

(d)

(i)

(ii)

(e)

in respect of each offer, the person making the offer gives the person to whom he

makes the offer —

the following statement in writing:

“This offer is made in reliance on the exemption under section 302B(1) of

the «Securities «and «Futur es «Act. It is not made in or accompanied by a

prospectus that is registered by the Monetary Authority of Singapore «and

the scheme is not authorised or recognised by the Authority.”; «and

a notification in writing that the units to which the offer (referred to in this

sub-paragraph as the initial offer) relates shall not be subsequently sold to

any person unless the offer resulting in such subsequent sale is made —

in compliance with Subdivisions (2) «and (3) of this Division;

in reliance on subsection (8)(c) or any other exemption under any

provision of this Subdivision (other than this subsection); or

where at least 6 months have elapsed from the date the units were

acquired under the initial offer, in reliance on the exemption under

this subsection;

none of the offers is accompanied by an advertisement making an offer or calling

attention to the offer or intended offer;

no selling or promotional expenses are paid or incurred in connection with each offer

other than those incurred for administrative or professional services, or by way of

commission or fee for services rendered by any of the following persons:

the holder of a capital markets services licence to deal in «securities;

an exempt person in respect of dealing in «securities;

a person licensed under the Financial Advisers «Act (Cap. 110) in respect of

marketing of collective investment schemes;

an exempt financial adviser as defined in section 2(1) of the Financial

Advisers «Act; or

a person who is licensed, approved, authorised or otherwise regulated under

the laws, codes or other requirements of any foreign jurisdiction in respect of

dealing in «securities or marketing of collective investment schemes, or who

is exempted therefrom in respect of such dealing or marketing; «and

no prospectus in respect of any of the offers has been registered by the Authority or,

where a prospectus has been registered —

the prospectus has expired pursuant to section 299; or

the person making the offer has before making the offer informed the

Authority by notice in writing of its intent to make the offer in reliance on

the exemption under this subsection.

(2)  For the purposes of subsection (1)(b), where any notice, circular, material, publication or

other document is issued in connection with the offer, the person making the offer is deemed to

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(a)

(i)

(ii)

(iii)

(b)

(a)

(b)

(c)

(a)

(b)

have given the statement «and notification to the person to whom he makes the offer in

accordance with that provision if such statement or notification is contained in the first page of

that notice, circular, material, publication or document.

(3)  For the purposes of subsection (1), a personal offer of units in a collective investment

scheme is one that —

may only be accepted by the person to whom it is made; «and

is made to a person who is likely to be interested in that offer, having regard to —

any previous contact before the date of the offer between the person making

the offer «and that person;

any previous professional or other connection established before that date

between the person making the offer «and that person; or

any previous indication (whether through statements made or actions carried

out) before that date by that person to the person making the offer or any of

the persons specified in subsection (1)(d)(i) to (v) that he is interested in

offers of that kind.

(4)  In determining the amount raised by an offer of units in a collective investment scheme,

the following shall be included:

the amount payable for the units at the time when they are issued or sold;

if the units are issued partly-paid, any amount payable at a future time if a call is

made; «and

if the units carry a right (by whatever name called) to be converted into other units or

to acquire other units in a collective investment scheme, any amount payable on the

exercise of the right to convert them into, or to acquire, other units in a collective

investment scheme.

(5)  In determining whether the amount raised by a person from offers within a period of 12

months exceeds the applicable amount specified in subsection (1)(a), each amount raised —

by that person from any offer of units in the same collective investment scheme; or

by that person or another person from any offer of «securities which is a closely

related offer,

if any, within that period in reliance on the exemption under subsection (1), section 272A(1) or

282V(1) shall be included.

(6)  Whether an offer is a closely related offer under subsection (5) shall be determined by

considering such factors as the Authority may prescribe.

(7)  For the purpose of this section, an offer of units in a collective investment scheme made

by a person acting as an agent of another person shall be treated as an offer made by that other

person.

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(a)

(b)

(i)

(A)

(B)

(C)

(ii)

(A)

(BA)

(BB)

(BC)

(B)

(iii)

(c)

(8)    Where units acquired through an offer made in reliance on the exemption under

subsection (1) (referred to in this subsection as an initial offer) are subsequently sold by the

person who acquired the units to another person, Subdivisions (2) «and (3) of this Division

shall apply to the offer from the first-mentioned person to the second-mentioned person which

resulted in that sale, unless —

such offer is made in reliance on an exemption under any provision of this

Subdivision (other than this section);

such offer is made in reliance on an exemption under subsection (1) «and at least 6

months have elapsed from the date the units were acquired under the initial offer; or

such offer is one —

that may be accepted only by the person to whom it is made;

that is made to a person who is likely to be interested in the offer having

regard to —

any previous contact before the date of the offer between the person

making the initial offer «and that person;

any previous professional or other connection established before

that date between the person making the initial offer «and that

person; or

any previous indication (whether through statements made or

actions carried out) before that date by that person to the person

making the initial offer or any of the persons specified in

subsection (1)(d)(i) to (v) that he is interested in offers of that kind;

in respect of which the first-mentioned person has given the secondmentioned person —

the following statement in writing:

“This offer is made in reliance on the exemption under

section 302B(8)(c) of the «Securities «and «Futur es «Act. It

is not made in or accompanied by a prospectus that is

registered by the Monetary Authority of Singapore «and the

scheme is not authorised or recognised by the Authority.”; and

a notification in writing that the units being offered shall not be

subsequently sold to any person unless the offer resulting in such

subsequent sale is made —

in compliance with Subdivisions (2) «and (3) of this

Division;

in reliance on this subsection or any other exemption under

any provision of this Subdivision (other than

subsection (1)); or

where at least 6 months have elapsed from the date the

units were acquired under the initial offer, in reliance on

the exemption under subsection (1);
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(iv)

(v)

(a)

(b)

(c)

(A)

(B)

(i)

(ii)

(iii)

(a)

(b)

(c)

that is not accompanied by an advertisement making an offer or calling

attention to the offer or intended offer; «and

in respect of which no selling or promotional expenses are paid or incurred in

connection with the offer other than those incurred for administrative or

professional services, or by way of commission or fee for services rendered

by any of the persons specified in subsection (1)(d)(i) to (v).

(9)  Subsection (2) shall apply, with the necessary modifications, in relation to the statement

«and notification referred to in subsection (8)(c)(iii).

(10)  In subsections (1)(c) «and (8)(c)(iv), “advertisement” means —

a written or printed communication;

a communication by radio, television or other medium of communication; or

a communication by means of a recorded telephone message,

that is published in connection with an offer of units in a collective investment scheme, but does

not include —

a document —

purporting to describe the units in a collective investment scheme being

offered; «and

purporting to have been prepared for delivery to «and review by persons to

whom the offer is made so as to assist them in making an investment

decision in respect of the units being offered;

a publication which consists solely of a disclosure, notice or report required under

this «Act, or any listing rules or other requirements of a «securities exchange,

«futur es exchange or overseas «securities exchange, which is made by any person;

or

a publication which consists solely of a notice or report of a meeting or proposed

meeting of the participants of the collective investment scheme, or a general meeting

or proposed general meeting of the person making the offer, the responsible person or

any entity, or a presentation of oral or written material on matters so contained in the

notice or report at the meeting or general meeting.

Private placement

302C.—(1)  Subdivisions (2) and (3) of this Division shall not apply to offers of units in a

collective investment scheme that are made by a person if —

the offers are made to no more than 50 persons within any period of 12 months;

none of the offers is accompanied by an advertisement making an offer or calling

attention to the offer or intended offer;

no selling or promotional expenses are paid or incurred in connection with each offer

other than those incurred for administrative or professional services, or by way of

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(i)

(A)

(B)

(ii)

(d)

(a)

(b)

(a)

(b)

(c)

(d)

commission or fee for services rendered by any of the persons specified in

section 302B(1)(d)(i) to (v); and

no prospectus in respect of any of the offers has been registered by the Authority or,

where a prospectus has been registered —

the prospectus has expired pursuant to section 299; or

the person making the offer has before making the offer —

informed the Authority by notice in writing of its intent to make the

offer in reliance on the exemption under this subsection; and

taken reasonable steps to inform in writing the person to whom the

offer is made that the offer is made in reliance on the exemption

under this subsection.

(2)    The Authority may prescribe such other number of persons in substitution for the

number specified in subsection (1)(a).

(3)  In determining whether offers of units in a collective investment scheme by a person are

made to no more than the applicable number of persons specified in subsection (1)(a) within a

period of 12 months, each person to whom —

an offer of units in the same collective investment scheme is made by the firstmentioned person; or

an offer of securities is made by the first-mentioned person or another person where

such offer is a closely related offer,

if any, within that period in reliance on the exemption under this section, section 272B or 282W

shall be included.

(4)  Whether an offer is a closely related offer under subsection (3) shall be determined by

considering such factors as the Authority may prescribe.

(5)  For the purposes of subsection (1) —

an offer of units in a collective investment scheme to an entity or to a trustee shall be

treated as an offer to a single person, provided that the entity or trust is not formed

primarily for the purpose of acquiring the units which are the subject of the offer;

an offer of units in a collective investment scheme to an entity or to a trustee shall be

treated as an offer to the equity owners, partners or members of that entity, or to the

beneficiaries of the trust, as the case may be, if the entity or trust is formed primarily

for the purpose of acquiring the units which are the subject of the offer;

an offer of units in a collective investment scheme to 2 or more persons who will own

the units acquired as joint owners shall be treated as an offer to a single person;

an offer of units in a collective investment scheme to a person acting on behalf of

another person (whether as an agent or otherwise) shall be treated as an offer made to

that other person;

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(e)

(f)

(i)

(A)

(B)

(ii)

(g)

offers of units in a collective investment scheme made by a person as an agent of

another person shall be treated as offers made by that other person;

where an offer of units in a collective investment scheme is made to a person with a

view to another person acquiring an interest in those units by virtue of section 4, only

the second-mentioned person shall be counted for the purposes of determining

whether offers of the units are made to no more than the applicable number of

persons specified in subsection (1)(a); and

where —

an offer of units in a collective investment scheme is made to a person in

reliance on the exemption under subsection (1) with a view to those units

being subsequently offered for sale to another person; and

that subsequent offer —

is not made in reliance on an exemption under any provision of this

Subdivision; or

is made in reliance on an exemption under subsection (1) or

section 305C,

both persons shall be counted for the purposes of determining whether offers of the

units are made to no more than the applicable number of persons specified in

subsection (1)(a).

(6)  In subsection (1)(b), “advertisement” has the same meaning as in section 302B(10).

Offer or invitation made under certain cir cumstances

303.—(1)  Subdivision (3) of this Division shall not apply to an offer of units in a collective

investment scheme if it is made in relation to units in a collective investment scheme (not being

such excluded units in a scheme as may be prescribed by the Authority) that have been

previously issued, are listed for quotation or quoted on a securities exchange, and are traded on

the exchange.

(2)    Subdivisions (2) and (3) of this Division shall not apply to an offer of units in a

collective investment scheme if it is an offer to enter into an underwriting agreement relating to

units in a collective investment scheme.

[Companies, s. 106B(1) (b)]

Offer made to institutional investor s

304.    Subdivisions (2) and (3) of this Division shall not apply to an offer of units in a

collective investment scheme, whether or not they have been previously issued, made to an

institutional investor.

[Companies, s. 106C]

Fir st sale of units acquir ed pur suant to section 304

304A.—(1)    Notwithstanding sections 302B, 302C, 303(1) and 305B but subject to

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(a)

(b)

(a)

(b)

(i)

(A)

(B)

(ii)

(c)

subsection (2), where units in a collective investment scheme acquired pursuant to an offer

made in reliance on the exemption under section 304 are first sold to any person other than an

institutional investor, then Subdivisions (2) and (3) of this Division shall apply to the offer

resulting in that sale.

(2)  Subsection (1) shall not apply where the units in a collective investment scheme acquired

are of the same class as, or can be converted into units of the same class as, other units in the

scheme —

an offer of which has previously been made in or accompanied by a prospectus; and

which are listed for quotation on a securities exchange.

Offer made to accr edited investor s «and certain other per sons

305.—(1)  Except to such extent «and with such modifications as may be prescribed by the

Authority, Subdivisions (2) «and (3) of this Division shall not apply to an offer of units in a

collective investment scheme (referred to in this section as a restricted scheme), where the offer

is made to a relevant person, if the conditions in subsection (3) are satisfied.

(2)    Except to such extent «and with such modifications as may be prescribed by the

Authority, Subdivisions (2) «and (3) of this Division shall not apply to an offer of units in a

collective investment scheme (also referred to in this section as a restricted scheme) to a person

who acquires the units as principal if the offer is on terms that the units may only be acquired at

a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each

transaction, whether such amount is to be paid for in cash or by exchange of «securities or

other assets, «and if the conditions in subsection (3) are satisfied.

(3)  The conditions referred to in subsections (1) «and (2) are —

the offer is not accompanied by an advertisement making an offer or calling attention

to the offer or intended offer;

no selling or promotional expenses are paid or incurred in connection with the offer

other than those incurred for administrative or professional services, or by way of

commission or fee for services rendered by any of the persons specified in

section 302B(1)(d)(i) to (v); «and

no prospectus in respect of the offer has been registered by the Authority or, where a

prospectus has been registered —

the prospectus has expired pursuant to section 299; or

the person making the offer has before making the offer —

informed the Authority by notice in writing of its intent to make the

offer in reliance on the exemption under this subsection; «and

taken reasonable steps to inform in writing the person to whom the

offer is made that the offer is made in reliance on the exemption

under this subsection.

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(a)

(b)

(c)

(i)

(ii)

(iii)

(a)

(b)

(a)

(b)

(c)

(d)

(e)

(4)  [Deleted by «Act 2/2009 wef 29/07/2009]

(5)  In this section —

“advertisement” means —

a written or printed communication;

a communication by radio, television or other medium of communication; or

a communication by means of a recorded telephone message,

that is published in connection with an offer of units in a collective investment

scheme, but does not include —

an information memorandum;

a publication which consists solely of a disclosure, notice or report required

under this «Act, or any listing rules or other requirements of a «securities

exchange, «futur es exchange or overseas «securities exchange, which is made

by any person; or

a publication which consists solely of a notice or report of a meeting or

proposed meeting of the participants of the collective investment scheme, or a

general meeting or proposed general meeting of the person making the offer,

the responsible person or any entity, or a presentation of oral or written material

on matters so contained in the notice or report at the meeting or general

meeting;

“information memorandum” means a document —

purporting to describe the units in a collective investment scheme being offered;

«and

purporting to have been prepared for delivery to «and review by relevant

persons «and persons to whom an offer referred to in subsection (2) is to be

made so as to assist them in making an investment decision in respect of the

units being offered;

“relevant person” means —

an accredited investor;

a corporation the sole business of which is to hold investments «and the entire

share capital of which is owned by one or more individuals, each of whom is an

accredited investor;

a trustee of a trust the sole purpose of which is to hold investments «and each

beneficiary of which is an individual who is an accredited investor;

an officer or equivalent person of the person making the offer (such person

being an entity) or a spouse, parent, brother, sister, son or daughter of that

officer or equivalent person; or

a spouse, parent, brother, sister, son or daughter of the person making the offer

(such person being an individual).

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(a)

(b)

(c)

(a)

(b)

(A)

(B)

(i)

(ii)

(iii)

(a)

(b)

(6)  Notwithstanding any requirement under section 99 or any regulations made thereunder

that a person has to deal in «securities for his own account with or through a person prescribed

by the Authority so that he can qualify as an exempt person, a person who acquires units in a

collective investment scheme under section 304 or this section for his own account without

complying with such requirement shall be considered an exempt person even though he does

not comply with that requirement.

(7)  The Authority may, by order published in the Gazette, specify an amount in substitution

of any amount specified in subsection (2).

[Companies, s. 106D]

Fir st sale of units acquir ed pur suant to section 305

305A.—(1)    Notwithstanding sections 302B, 302C, 303(1) and 305B but subject to

subsection (5), where units in a collective investment scheme acquired pursuant to an offer

made in reliance on an exemption under section 305 are first sold to any person other than —

an institutional investor;

a relevant person as defined in section 305(5); or

any person pursuant to an offer referred to in section 305(2),

then Subdivisions (2) and (3) of this Division shall apply to the offer resulting in that sale.

(2)  Subject to subsection (5), securities of a corporation (other than a corporation that is an

accredited investor) —

the sole business of which is to hold investments; and

the entire share capital of which is owned by one or more individuals each of whom

is an accredited investor,

shall not be transferred within 6 months after the corporation has acquired any units in a

collective investment scheme pursuant to an offer made in reliance on an exemption under

section 305, unless —

that transfer —

is made only to institutional investors or relevant persons as defined in

section 305(5); or

arises from an offer referred to in section 275(1A);

no consideration is or will be given for the transfer; or

the transfer is by operation of law.

(3)  Subject to subsection (5), where —

the sole purpose of a trust (other than a trust the trustee of which is an accredited

investor) is to hold investments; and

each beneficiary of the trust is an individual who is an accredited investor,

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(A)

(B)

(i)

(ii)

(iii)

(a)

(b)

(a)

(i)

(ii)

(b)

(a)

the beneficiaries’ rights and interest (howsoever described) in the trust shall not be transferred

within 6 months after units in a collective investment scheme are acquired for the trust pursuant

to an offer made in reliance on an exemption under section 305, unless —

that transfer —

is made only to institutional investors or relevant persons as defined in

section 305(5); or

arises from an offer that is made on terms that such rights or interest are

acquired at a consideration of not less than $200,000 (or its equivalent in a

foreign currency) for each transaction, whether such amount is to be paid for

in cash or by exchange of securities or other assets;

no consideration is or will be given for the transfer; or

the transfer is by operation of law.

(4)  For the avoidance of doubt, the reference to beneficiaries in subsection (3) shall include

a reference to unitholders of a business trust and participants of a collective investment scheme.

(5)  Subsections (1), (2) and (3) shall not apply where the units in a collective investment

scheme acquired are of the same class as other units in the scheme —

an offer of which has previously been made in or accompanied by a prospectus; and

which are listed for quotation on a securities exchange.

Offer made using offer information statement

305B.—(1)  Subject to subsection (2), Subdivision (3) of this Division shall not apply to an

offer of units in a collective investment scheme whose units are listed for quotation on a

securities exchange, whether by means of a rights issue or otherwise, if —

an offer information statement relating to the offer which complies with such form

and content requirements as may be prescribed by the Authority is lodged with the

Authority; and

either —

the offer is made in or accompanied by the offer information statement

referred to in paragraph (a); or

all the conditions in subsection (2A) are satisfied.

(2)  Subsection (1) shall only apply to an offer of units referred to in that subsection made

within a period of 6 months from the date the offer information statement relating to that offer

is lodged with the Authority.

(2A)  The conditions referred to in subsection (1)(b)(ii) are —

the offer is made using any automated teller machine or such other electronic means

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(i)

(ii)

(b)

(c)

(a)

(b)

(a)

(b)

as may be prescribed by the Authority;

the automated teller machine or prescribed electronic means indicates to a

prospective subscriber or buyer —

how he can obtain, or arrange to receive, a copy of the offer information

statement in respect of the offer; and

that he should read the offer information statement before submitting his

application,

before enabling him to submit any application to subscribe for or purchase units in

the collective investment scheme; and

the person making the offer complies with such other requirements as the Authority

may prescribe.

(3)  The Authority may, on the application of any person interested, modify the prescribed

form and content of the offer information statement in such manner as is appropriate, subject to

such conditions or restrictions as may be determined by the Authority.

(4)    Sections 249, 249A, 253, 254 and 255 (as applied to this Division by virtue of

section 302) and such requirements as may be prescribed by the Authority shall apply in

relation to an offer information statement referred to in subsection (1) as they apply in relation

to a prospectus.

(5)  For the purposes of subsection (4) —

a reference in sections 249 and 249A to the registration of the prospectus shall be

read as a reference to the lodgment of the offer information statement; and

a reference in section 253 or 254 to any information or new circumstance required to

be included in a prospectus shall be read as a reference to any information prescribed

under subsection (1)(a).

(6)   Where the written consent of an expert is required to be given under section 249 (as

applied in relation to an offer information statement under subsection (4)), that written consent

shall be lodged with the Authority at the same time as the lodgment of the statement.

(7)  Where the written consent of an issue manager or underwriter is required to be given

under section 249A (as applied in relation to an offer information statement under

subsection (4)), that written consent shall be lodged with the Authority at the same time as the

lodgment of the statement.

Making offer using automated teller machine or electr onic means

305C.—(1)  Subject to subsection (3) and such requirements as may be prescribed by the

Authority, a person making an offer of units in a collective investment scheme using —

any automated teller machine; or

such other electronic means as may be prescribed by the Authority,

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(a)

(b)

is exempted from the requirement under section 296(1)(a) that the offer be made in or

accompanied by a prospectus in respect of the offer or, where applicable, the requirement under

section 296(2) that the offer be made in or accompanied by a profile statement in respect of the

offer.

(2)  For the avoidance of doubt, a prospectus which complies with all other requirements of

section 296(1)(a) or, where applicable, a profile statement which complies with all other

requirements of section 296(2) must still be prepared and issued in respect of any offer referred

to in subsection (1).

(3)    Subsection (1) shall not apply unless the automated teller machine or prescribed

electronic means indicates to a prospective subscriber or buyer —

how he can obtain, or arrange to receive, a copy of the prospectus or, where

applicable, profile statement in respect of the offer; and

that he should read the prospectus or, where applicable, profile statement before

submitting his application,

before enabling him to submit his application to subscribe for or purchase units.

Power of Authority to exempt

306.—(1)    The Authority may exempt any person or class of persons, subject to such

conditions as the Authority may determine, from complying with all or any of the provisions of

this Division or any regulations made thereunder in relation to an offer in respect of any unit or

class of units.

(2)  Any person who contravenes any of the conditions 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.

(3)  This Division shall not apply in the case of the sale of any unit in a collective investment

scheme by a personal representative, liquidator, receiver or trustee in bankruptcy in the ordinary

course of the realisation of assets for the purposes of the sale.

[Companies, s. 119]

Revocation of exemption

307.—(1)  Where the Authority considers that it is necessary in the interest of the public or

for the protection of investors, it may revoke any exemption under this Subdivision (including

an exemption granted under section 306 (1)), subject to such conditions as it thinks fit.

(2)  The Authority may revoke an exemption under subsection (1) without giving the person

affected by the revocation an opportunity to be heard, but the person may, within 14 days of the

revocation, apply to the Authority for the revocation to be reviewed by the Authority, and the

revocation shall remain in effect unless it is withdrawn by the Authority.

(3)  A revocation under this section shall be final and conclusive and there shall be no appeal

therefrom.

[Companies, s. 119]

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(a)

(b)

(a)

(b)

Tr ansactions under exempted offer s subject to Division 2 of Part XII of Companies Act

and Part XII of this Act

308.    For the avoidance of doubt, it is hereby declared that in relation to any transaction

carried out under an exempted offer under this Part, nothing in this Part shall limit or diminish

any liability which any person may incur in respect of any relevant offence under Division 2 of

Part XII of the Companies Act (Cap. 50) or Part XII of this Act or any penalty, award of

compensation or punishment in respect of any such offence.

[Companies, s. 106L]

Division 3 —Securities Hawking

Securities hawking pr ohibited

309.—(1)    No person shall make an offer to any person of securities for subscription or

purchase, or an invitation to any person to subscribe for or purchase securities, in the course of,

or arising from, an unsolicited meeting with that other person.

(2)  Subsection (1) shall not apply to any person who makes an offer or invitation in respect

of securities that does not need a prospectus by virtue of section 274, 275, 304 or 305.

(3)  The Authority may exempt —

any person or class of persons; or

any class or description of securities,

from compliance with subsection (1), subject to such conditions as may be determined by the

Authority.

(4)  Every person who acts, incites, causes or procures any person to act in contravention of

subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not

exceeding $10,000 or to imprisonment for a term not exceeding 6 months or to both and, in the

case of a second or subsequent offence, to a fine not exceeding $20,000 or to imprisonment for

a term not exceeding 12 months or to both.

(5)  Where any person is convicted of having made an offer or invitation in contravention of

subsection (1), the court before which he is convicted may order that any contract made as a

result of the offer or invitation shall be void and may give such consequential directions as it

thinks proper for the repayment of any money or the retransfer of any securities.

(6)  An appeal against any order made under subsection (5) and any consequential directions

shall lie to the High Court.

(7)  In this section —

“securities” has the same meaning as in section 2 and also includes the securities of a

corporation, whether the corporation is in existence or is to be formed;

a reference to an offer or invitation in respect of securities for subscription or

purchase shall be construed as including an offer or invitation in respect of securities

by way of barter or exchange.

[Companies, s. 400; Aust. Corporations 2001, s. 736]

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(a)

PART XIV

APPEALS

Appeals to Minister

310.—(1)    Where an appeal is made to the Minister under this Act, the Minister may

confirm, vary or reverse the decision of the Authority on appeal, or give such directions in the

matter as he thinks fit, and the decision of the Minister shall be final.

(2)    Except for an appeal under Part II, IIA, III or IIIA, where an appeal is made to the

Minister under this Act, the Minister shall, within 28 days of his receipt of the appeal, constitute

an Appeal Advisory Committee comprising not less than 3 members of the Appeal Advisory

Panel and refer that appeal to the Appeal Advisory Committee.

(3)   The Appeal Advisory Committee shall submit to the Minister a written report on the

appeal referred to it under subsection (2), and may make such recommendations as it thinks fit.

(4)    The Minister shall consider the report submitted under subsection (3) in making his

decision under this section but he shall not be bound by the recommendations in the report.

Appeal Advisor y Committees

311.—(1)  For the purpose of enabling Appeal Advisory Committees to be constituted under

section 310, the Minister shall appoint a panel (referred to in this Part as the Appeal Advisory

Panel) comprising such members from the financial services industry, «and the public «and

private sectors, as the Minister may appoint.

(2)  A member of the Appeal Advisory Panel shall be appointed for a term of not more than 2

years «and shall be eligible for re-appointment.

(3)  An Appeal Advisory Committee shall have the power, in the exercise of its functions, to

inquire into any matter or thing relating to the «securities, «futur es or derivatives industry

«and may, for this purpose, summon any person to give evidence on oath or affirmation or

produce any document or material necessary for the purpose of the inquiry.

(4)  Nothing in subsection (3) shall compel the production by an advocate «and solicitor, or a

legal counsel referred to in section 128A of the Evidence «Act (Cap. 97), of a document or

material containing a privileged communication made by or to him in that capacity or authorise

the taking of possession of any such document or material which is in his possession.

(5)    An advocate «and solicitor, or a legal counsel referred to in section 128A of the

Evidence «Act, who refuses to produce any document or other material referred to in

subsection (4) shall nevertheless be obliged to give the name «and address (if he knows them)

of the person to whom, or by or on behalf of whom, the privileged communication was made.

(6)  For the purposes of this «Act, every member of an Appeal Advisory Committee —

shall be deemed to be a public servant for the purposes of the Penal Code (Cap. 224);

«and

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(b)

(a)

(b)

(c)

(d)

(e)

in case of any suit or legal proceedings brought against him for any «act done or

omitted to be done in the execution of his duty under the provisions of this «Act,

shall have the like protection «and privileges as are by law given to a Judge in the

execution of his office.

(7)  Every Appeal Advisory Committee shall have regard to the interest of the public, the

protection of investors «and the safeguarding of sources of information.

(8)  Subject to the provisions of this Part, an Appeal Advisory Committee may regulate its

own procedure «and shall not be bound by the rules of evidence.

Disclosur e of information

312.  Nothing in this Act shall require the Minister or any public servant to disclose facts

which he considers to be against the interest of the public to disclose.

Regulations for pur poses of this Part

313.—(1)  The Minister may make regulations for the purposes and provisions of this Part

and for the due administration thereof.

(2)  Without prejudice to the generality of subsection (1), the Minister may make regulations

for or with respect to —

the appointment of members to, and procedures of, the Appeal Advisory Panel and

Appeal Advisory Committees;

the form and manner in which an appeal to the Minister under this Act shall be made;

the fees to be paid in respect of any appeal made to the Minister under this Act,

including the refund or remission, whether in whole or in part, of such fees;

the remuneration of the members of the Appeal Advisory Panel and Appeal Advisory

Committees; and

all matters and things which by this Part are required or permitted to be prescribed or

which are necessary or expedient to be prescribed to give effect to any provision of

this Part.

PART XV

MISCELLANEOUS

314.  [Repealed by Act 1/2005]

315.  [Repealed by Act 1/2005]

Opportunity to be hear d

316.  Where this Act provides for a person to be given an opportunity to be heard by the

Authority, the Authority may prescribe the manner in which the person shall be given an

opportunity to be heard.

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(a)

(b)

(a)

(b)

(a)

(b)

(c)

(d)

Recor ds

317.—(1)  Without prejudice to sections 94, 99C and 101A(7) and (8), the Authority shall

keep such records as it considers necessary, in such form as it thinks fit.

(2)  Any person may, on payment of the prescribed fee —

inspect any records kept by the Authority under section 94 or 99C, any records kept

or published by the Authority under section 101A(7) and (8) or any prospectus or

profile statement lodged with the Authority under Part XIII; or

require a copy of or extract from any such record to be given or certified by the

Authority.

(3)  A copy of or extract from any record lodged with or kept by the Authority certified to be

a true copy or extract by the Authority shall in any proceedings be admissible as evidence of

equal validity as the original record.

(4)   In any legal proceedings a certificate by the Authority that a requirement of this Act

specified in the certificate —

had or had not been complied with at a date or within a period specified in the

certificate; or

had been complied with upon a date specified in the certificate but not before that

date,

shall be received as prima facie evidence of the matters specified in the certificate.

(5)  If the Authority is of the opinion that any record submitted to it —

contains any matter contrary to law;

by reason of any omission or misdescription has not been duly completed;

does not comply with the requirements of this Act; or

contains any error, alteration or erasure,

the Authority may refuse to register or receive the record and request that the record be

appropriately amended or completed and resubmitted or that a fresh record be submitted in its

place.

(6)   Any party that is aggrieved by the refusal of the Authority to register or receive any

record under subsection (5) may, within 30 days after it is notified of the decision of the

Authority, appeal to the Minister whose decision shall be final.

(7)  The Authority may, if it is of the opinion that it is no longer necessary or desirable to

retain any record which has been microfilmed or converted to electronic form, destroy such

record or otherwise arrange for such record to be disposed of in such manner as the Authority

thinks fit.

Size, dur ability and legibility of r ecor ds deliver ed to Authority

318.—(1)    For the purposes of securing that the records furnished to or lodged with the

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(a)

(b)

(a)

(b)

Authority under this Act are of a standard size, durable and easily legible, the Authority may

prescribe such requirements (whether as to size, weight, quality or colour of paper, size, type or

colour of lettering, or otherwise) as it considers appropriate; and different requirements may be

so prescribed for different documents or classes of documents.

(2)    Where the Authority is of the opinion that any record (whether an original or copy

thereof) delivered to the Authority does not comply with such requirements prescribed under

this section, the Authority may serve on any person by whom under that provision the record

was required to be delivered (or if there are 2 or more such persons, may serve on any of them)

a notice —

stating its opinion to that effect; and

indicating the requirements so prescribed with which the record has failed to comply.

(3)    Where the Authority serves a notice under subsection (2) with respect to a record

delivered under this Act, then, for the purposes of any provision of this Act which enables a

penalty to be imposed in respect of any omission to deliver to the Authority such record (and, in

particular, for the purposes of any such provision whereby a penalty may be imposed by

reference to each day during which the omission continues) —

any duty imposed by that provision to deliver the record to the Authority shall be

treated as not having been discharged; but

no account shall be taken of any days falling within the period referred to in

subsection (4).

(4)  The period referred to in subsection (3)(b) is the period beginning on the day on which

the record was delivered to the Authority as mentioned in subsection (2) and ending on the 14th

day after the date of service of the notice under subsection (2).

(5)  For the purposes of this section, any reference to delivering a record shall be construed

as including a reference to sending, forwarding, producing, furnishing, lodging or (in the case of

a notice) giving the record.

[Companies, s. 15]

Tr anslation of instr uments

318A.—(1)  Where a person submits or furnishes to or lodges with the Authority any book,

application, return, report, prospectus, statement or other information or document under this

Act (other than Subdivision (3) of Division 3 of Part IX) which is not in the English language,

the person shall, at the same time or at such other time as may be permitted by the Authority,

submit or furnish to or lodge with the Authority, as the case may be, an accurate translation

thereof in the English language.

(2)  Where a person is required to make available for inspection by the public, or any section

thereof, any document, report, or other book under this Act which is not in the English

language, the person shall, at the same time or at such other time as may be permitted by the

Authority, make available for such inspection an accurate translation thereof in the English

language.

(3)  Where a person is required to maintain or keep any book under this Act and the book or

any part thereof is not maintained or kept in the English language, the person shall —

[16/2003]

[16/2003]
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(a)

(b)

(a)

(b)

cause an accurate translation of that book or that part of the book in the English

language to be made from time to time at intervals of not more than 7 days; and

maintain or keep the translation with the book for so long as the book is required

under this Act to be maintained or kept.

(4)  Subsections (1), (2) and (3) are subject to any express provision to the contrary in this

Act or any regulations made thereunder.

(5)  Any person who contravenes subsection (1), (2) or (3) shall be guilty of an offence and

shall be liable on conviction to a fine not exceeding $25,000.

(6)  Where a person is charged with an offence under subsection (5), it shall be a defence for

the person to prove that —

he had taken all reasonable steps to ensure that the translation that was submitted or

furnished to or lodged with the Authority, made available for inspection, or

maintained or kept, as the case may be, was accurate in the circumstances; and

he had believed on reasonable grounds that the translation was accurate.

(7)  In subsections (1), (2) and (3), “Act” includes any direction made by the Authority under

this Act.

Supply of magnetic tapes — exclusion of liability for er r or s or omissions

319.  Where the Authority furnishes information, whether in bulk or otherwise, to any person

by way of magnetic tapes or by any electronic means, neither the Authority nor any of its

officers or authorised agents involved in the furnishing of such information shall be liable for

any loss or damage suffered by that person by reason of any error or omission of whatever

nature appearing therein or however caused if made in good faith and in the ordinary course of

the discharge of the duties of such officers or authorised agents.

[Companies, s. 16A]

Appointment of assistants

320.—(1)  Subject to subsection (1A), the Authority may appoint any person to exercise any

of its powers or perform any of its functions or duties under this Act, either generally or in any

particular case, except the power to make subsidiary legislation.

(1A)  The Authority may, by notification published in the Gazette, appoint one or more of its

officers to exercise the power to grant an exemption to any person or in respect of any capital

markets product, matter or transaction (not being an exemption granted to a class of persons or

in respect of a class of capital markets products, matters or transactions) under a provision of

this Act specified in the Fourth Schedule, or to revoke any such exemption.

(2)   Any person appointed by the Authority under subsection (1) shall be deemed to be a

public servant for the purposes of the Penal Code (Cap. 224).

[Insurance Intermediaries, s. 34]

[16/2003]

[16/2003]

[16/2003]

[16/2003]

[16/2003]

[16/2003]

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(a)

(b)

(c)

(a)

(b)

(a)

(b)

Codes, guidelines, etc., by Authority

321.—(1)  The Authority may issue, in such manner as it considers appropriate, such codes,

guidelines, policy statements, practice notes and no-action letters as it considers appropriate for

providing guidance —

in furtherance of its regulatory objectives;

in relation to any matter relating to any of the functions of the Authority under any of

the provisions of this Act; or

in relation to the operation of any of the provisions of this Act.

(2)  The Authority may publish any such code, guideline, policy statement, practice note or

no-action letter, and in such manner as it thinks fit.

(3)  The Authority may revoke, vary, revise or amend the whole or any part of any code,

guideline, policy statement, practice note or no-action letter issued under this section in such

manner as it thinks fit.

(4)  Where amendments are made under subsection (3) —

the other provisions of this section shall apply, with the necessary modifications, to

such amendments as they apply to the code, guideline, policy statement, practice note

or no-action letter; and

any reference in this Act or any other written law to the code, guideline, policy

statement, practice note or no-action letter however expressed shall, unless the

context otherwise requires, be a reference to the code, guideline, policy statement,

practice note or no-action letter as so amended.

(5)  Any person who fails to comply with any of the provisions of a code, guideline, policy

statement or practice note issued under this section that applies to him shall not of itself render

that person liable to criminal proceedings but any such failure may, in any proceedings whether

civil or criminal, be relied upon by any party to the proceedings as tending to establish or to

negate any liability which is in question in the proceedings.

(6)  The issue by the Authority of a no-action letter shall not of itself prevent the institution

of any criminal proceedings against any person for a contravention of any provision of this Act.

(7)  Any code, guideline, policy statement or practice note issued under this section —

may be of general or specific application; and

may specify that different provisions thereof apply to different circumstances or

provide for different cases or classes of cases.

(8)  For the avoidance of doubt, any code, guideline, policy statement, practice note or noaction letter issued under this section shall be deemed not to be subsidiary legislation.

(9)  In this section, a “no-action” letter means a letter written by the Authority to an applicant

for such a letter to the effect that, if the facts are as represented by the applicant, the Authority

will not institute proceedings against the applicant in respect of a particular state of affairs or

particular conduct.

Power of Authority to publish information
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(a)

(b)

(a)

(b)

(c)

(d)

(i)

(ii)

(e)

(i)

(ii)

(f)

(g)

(h)

322.—(1)  The Authority may, where it thinks it necessary or expedient in the interest of the

public or section of the public or for the protection of investors «and in such form or manner as

it thinks fit, publish —

any information relating to an approved exchange, a recognised market operator, an

exempt market operator, a licensed trade repository, a licensed foreign trade

repository, an approved clearing house, a recognised clearing house, an approved

holding company, a holder of a capital markets services licence, an exempt person, a

representative, or an approved trustee for a collective investment scheme as defined

in section 289; or

any other information which the Authority has acquired in the exercise of its

functions or the performance of its duties under this «Act.

(2)    Without prejudice to the generality of subsection (1), the Authority may publish

information relating to —

the lapsing, revocation or suspension of the approval, licence or exemption granted to

any person referred to in subsection (1);

the making of a prohibition order against any person referred to in subsection (1);

the reprimand of any relevant person under section 334;

the removal of an officer of any person referred to in subsection (1);

the composition of any offence —

under this «Act committed by any person; or

under any other law (whether of Singapore or any territory or country outside

Singapore) involving a person referred to in subsection (1);

any civil or criminal proceedings brought —

under this «Act against any person «and the outcome of such proceedings,

including any settlement, whether in or out of court; or

under any other law, whether of Singapore or any territory or country outside

Singapore, against any person referred to in subsection (1) «and the outcome

of such proceedings, including any settlement, whether in or out of court;

any disciplinary proceedings brought against any person referred to in subsection (1),

by the Authority, a «securities exchange, a «futur es exchange, a licensed trade

repository, a licensed foreign trade repository, an approved clearing house or a

recognised clearing house «and the outcome of such proceedings; «and

any other action as may have been taken by the Minister, the Authority, a «securities

exchange, a «futur es exchange, a licensed trade repository, a licensed foreign trade

repository, an approved clearing house or a recognised clearing house against any

person referred to in subsection (1).

[«Act 34 of 2012 wef 01/08/2013]

[2/2009 wef 01/10/2012]

[1/2005]

[«Act 34 of 2012 wef 01/08/2013]

[1/2005]

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(a)

(b)

(c)

(a)

(b)

(c)

(d)

(i)

(e)

323.  [Repealed by Act 24/2003]

Power of court to pr ohibit payment or tr ansfer of moneys, «securities, etc.

324.—(1)  A court may, on an application by the Authority, make one or more of the orders

referred to in subsection (1A), where —

an investigation is being carried out under this «Act in relation to any «act or

omission by a person, being an «act or omission that constitutes or may constitute a

contravention of this «Act;

a criminal proceeding has been instituted against a person for an offence under this

«Act; or

a civil proceeding has been instituted against a person under this «Act, «and the

court considers it necessary or desirable to do so for the purpose of protecting the

interests of any person to whom the person referred to in paragraph (a) or (b) or this

paragraph (referred to in this section as the relevant person) is liable or may become

liable to pay any moneys, whether in respect of a debt, or by way of penalties,

damages or compensation or otherwise, or to account for any «securities, «futur es

contracts, contracts in connection with leveraged foreign exchange trading, or other

property.

(1A)  The orders of court that may be made under subsection (1) are as follows:

an order prohibiting, either absolutely or subject to conditions, a person who is

indebted to the relevant person or any person associated with the relevant person

from making a payment in total or partial discharge of such debt that is due or

accruing due to the relevant person, or to another person at the direction or request of

the relevant person;

an order prohibiting, either absolutely or subject to conditions, a person holding

moneys, «securities, «futur es contracts, contracts in connection with leveraged

foreign exchange trading, or other property, on behalf of the relevant person or on

behalf of any person associated with the relevant person, from paying, transferring or

otherwise parting with possession of all or any of the moneys, «securities, «futur es

contracts, contracts in connection with leveraged foreign exchange trading, or other

property, to the relevant person, or to another person at the direction or request of the

relevant person;

an order prohibiting, either absolutely or subject to conditions, the taking or sending

out of Singapore of moneys of the relevant person or of any person associated with

the relevant person;

an order prohibiting, either absolutely or subject to conditions, the taking, sending or

transfer of «securities, or documents of title to «securities, «futur es contracts,

contracts in connection with leveraged foreign exchange trading, or other property of

the relevant person or of any person who is associated with the relevant person, from

a place or person in Singapore to a place or person outside Singapore (including the

transfer of «securities from a register in Singapore to a register outside Singapore);

an order appointing —

where the relevant person is an individual, a receiver, having such powers as

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(ii)

(f)

(g)

(i)

(ii)

(iii)

(a)

(b)

the court orders, of the property or part of the property of the relevant person;

or

where the relevant person is a corporation, a receiver or receiver «and

manager, having such powers as the court orders, of the property or part of

the property of the relevant person;

where the relevant person is an individual, an order requiring the relevant person to

deliver up to the court his passport «and such other documents as the court thinks fit;

where the relevant person is an individual, an order prohibiting the relevant person

from leaving Singapore without the consent of the court.

(2)  Where an application is made to the court for any order referred to in subsection (1A),

the court may, if the court is of the opinion that it is desirable to do so, before considering the

application, make any interim order as it thinks fit pending the determination of the application.

(3)   Where the Authority makes an application to the court for the making of an order or

interim order under this section, the court shall not require the Authority or any other person, as

a condition of granting the order or interim order, to give any undertaking as to damages.

(4)  Where the court has made an order or interim order under this section, the court may, on

application by the Authority or by any person affected by the order or interim order, rescind or

vary the order or interim order.

(5)   An order or interim order made under this section may be expressed to operate for a

period specified in the order or interim order or until the order or interim order is rescinded.

(6)    Any person who contravenes an order or interim order made by the court under this

section that is applicable to him 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.

(7)  Subsection (6) shall not affect the powers of the court in relation to the punishment for

contempt of court.

[Aust. Corporations 2001, s. 1323 (modified)]

Power of court to make certain or der s

325.—(1)  Where —

on the application of the Authority, it appears to the court that a person —

has committed an offence under this «Act;

has contravened any condition or restriction of a licence, or the business

rules of a «securities exchange, a «futur es exchange, a licensed trade

repository or an approved clearing house, or the listing rules of a «securities

exchange; or

is about to do an «act with respect to dealing in «securities or trading in

«futur es contracts that, if done, would be such an offence or contravention;

on the application of a «securities exchange, it appears to the court that a person has

contravened the business rules or listing rules of the «securities exchange;

[«Act 34 of 2012 wef 18/03/2013]

[«Act 34 of 2012 wef 18/03/2013]

[«Act 34 of 2012 wef 01/08/2013]
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(c)

(d)

(e)

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(a)

(b)

(c)

on the application of a «futur es exchange, it appears to the court that a person has

contravened the business rules of the «futur es exchange;

on the application of an approved clearing house, it appears to the court that a person

has contravened the business rules of the approved clearing house; or

on the application of a licensed trade repository, it appears to the court that a person

has contravened the business rules of the licensed trade repository,

the court may, without prejudice to any orders it would be entitled to make otherwise than

under this section, make one or more of the following orders:

in the case of a persistent or continuing breach of this «Act, or of any condition or

restriction of a licence, or of any business rule of a «securities exchange, a «futur es

exchange, a licensed trade repository or an approved clearing house, or any listing

rule of a «securities exchange an order restraining a person from carrying on

business to deal in «securities or trade in «futur es contracts, or acting as a

representative of such a person, or from holding himself out as so carrying on

business or so acting;

an order restraining a person from acquiring, disposing of or otherwise dealing with

any «securities or trading in any «futur es contracts that are specified in the order;

an order appointing a receiver of the property of the holder of a capital markets

services licence to deal in «securities or trade in «futur es contracts or of property

that is held by such a holder for or on behalf of another person whether on trust or

otherwise;

an order declaring a contract relating to any dealing in «securities or trading in

«futur es contracts to be void or voidable;

for the purpose of securing compliance with any other order under this section, an

order directing a person to do or refrain from doing a specified «act;

any ancillary order deemed to be desirable in consequence of the making of any of

these orders.

(2)  The court may, before making an order under subsection (1), direct that notice of the

application be given to such person as it thinks fit or that notice of the application be published

in such manner as it thinks fit, or both.

(3)    A person appointed by order of the court under subsection (1) as a receiver of the

property of the holder of a capital markets services licence to deal in «securities or trade in

«futur es contracts —

may require the holder to deliver to the receiver any property of which he has been

appointed receiver or to give to the receiver all information concerning that property

that may reasonably be required;

may acquire «and take possession of any property of which he has been appointed

receiver;

may deal with any property that he has acquired or of which he has taken possession

[«Act 34 of 2012 wef 01/08/2013]

[«Act 34 of 2012 wef 01/08/2013]

[«Act 34 of 2012 wef 01/08/2013]

[1/2005]
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(d)

(a)

(b)

(a)

(b)

(a)

(b)

in any manner in which the holder might lawfully have dealt with the property; «and

has such other powers in respect of the property as the court may specify in the order.

(4)  For the purposes of subsections (1) «and (3), “property”, in relation to the holder of a

capital markets services licence to deal in «securities or trade in «futur es contracts, includes

moneys, «securities, «futur es contracts «and documents of title to «securities or other

property entrusted to or received on behalf of any other person by the holder or another person

in the course of or in connection with a business of dealing in «securities or trading in «futur es

contracts carried on by the holder.

(5)  Any person who, without reasonable excuse, contravenes —

an order made under subsection (1); or

a requirement of a receiver appointed by order of the court under subsection (1),

shall be guilty of an offence «and shall be liable on conviction to a fine not exceeding $50,000

or to imprisonment for a term not exceeding 2 years or to both.

(6)  Subsection (5) shall not affect the powers of the court in relation to the punishment for

contempt of court.

(7)  The court may, on the application of an affected person or of its own motion, rescind,

vary or discharge an order made by it under this section or suspend the operation of such an

order.

Injunctions

326.—(1)  Where a person has engaged, is engaging or is likely to engage in any conduct

that constitutes or would constitute a contravention of this Act, the court may, on the

application of —

the Authority; or

any person whose interests have been, are or would be affected by the conduct,

grant an injunction restraining the first-mentioned person from engaging in the conduct and, if

the court is of the opinion that it is desirable to do so, requiring that person to do any act or

thing.

(2)  Where a person has refused or failed, is refusing or failing, or is likely to refuse or fail, to

do an act or thing that he is required by this Act to do, the court may, on the application of —

the Authority; or

any person whose interests have been, are or would be affected by the refusal or

failure to do that act or thing,

make an order requiring the first-mentioned person to do that act or thing.

(3)  Where an application is made to the court for an injunction under subsection (1) or an

order under subsection (2), the court may, if the court is of the opinion that it is desirable to do

so, before considering the application, grant an interim injunction restraining a person from

engaging in conduct of the kind referred to in subsection (1) or make an interim order requiring

a person to do any act or thing, pending the determination of the application.

(4)  Where the court has power under this section to grant an injunction or interim injunction
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(a)

(b)

(a)

(b)

or make an order or interim order restraining a person from engaging in conduct of a particular

kind, or requiring a person to do a particular act or thing, the court may, either in addition to or

in substitution for the injunction, order, interim injunction or interim order, order that person to

pay damages to any other person.

(5)   Where the court has granted an injunction or interim injunction or made an order or

interim order under this section, the court may, on application by any party referred to in

subsection (1) or (2) or by any person affected by the injunction, order, interim injunction or

interim order, rescind or vary the injunction, order, interim injunction or interim order.

(6)    An injunction, order, interim injunction or interim order granted or made under this

section may be expressed to operate for a period specified in the injunction, order, interim

injunction or interim order or until the injunction, order, interim injunction or interim order is

rescinded.

(7)  Any person who contravenes an injunction, order, interim injunction or interim order by

the court under this section that is applicable to him 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.

(8)    Where an application is made to the court for the grant of an injunction under

subsection (1), the power of the court to grant the injunction may be exercised —

if the court is satisfied that the person has engaged in conduct of that kind, whether or

not it appears to the court that the person intends to engage again, or to continue to

engage, in conduct of that kind; or

if it appears to the court that, in the event that an injunction is not granted, it is likely

that the person will engage in conduct of that kind, whether or not the person has

previously engaged in conduct of that kind and whether or not there is an imminent

danger of substantial damage to any person if the first-mentioned person engages in

conduct of that kind.

(9)    Where an application is made to the court for the making of an order under

subsection (2), the power of the court to make the order may be exercised —

if the court is satisfied that the person has refused or failed to do that act or thing,

whether or not it appears to the court that the person intends to refuse or fail again, or

to continue to refuse or fail, to do that act or thing; or

if it appears to the court that, in the event that an order is not made, it is likely the

person will refuse or fail to do that act or thing, whether or not the person has

previously refused or failed to do that act or thing and whether or not there is an

imminent danger of substantial damage to any person if the first-mentioned person

refuses or fails to do that act or thing.

(10)  Where the Authority or any person referred to in subsection (1)(b) or (2)(b) makes an

application to the court for the grant of an injunction or interim injunction or for the making of

an order or interim order under this section, the court shall not require the Authority or that

person, as the case may be, or any other person, as a condition of granting the injunction,

interim injunction, order or interim order, to give any undertaking as to damages.

(11)  Subsection (7) shall not affect the powers of the court in relation to the punishment for

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(a)

(b)

(c)

(a)

contempt of court.

[Aust. Corporations 2001, s. 1324 (modified)]

Criminal jurisdiction of District Court

327.  Notwithstanding any provision to the contrary in the Criminal Procedure Code (Cap.

68), a District Court shall have jurisdiction to try any offence under this Act and shall have

power to impose the full penalty or punishment in respect of any offence under this Act.

[Insurance Intermediaries, s. 39]

Falsification of r ecor ds by officer, employee or agent of r elevant per son

328.—(1)  Any officer, auditor, employee or agent of any relevant person who —

wilfully makes, or causes to be made, a false entry in any book, or in any report, slip,

document or statement of the business, affairs, transactions, conditions or assets of

that relevant person;

wilfully omits to make, or causes to be omitted, an entry in any book, or in any

report, slip, document or statement of the business, affairs, transactions, conditions or

assets of that relevant person; or

wilfully alters, extracts, conceals or destroys, or causes to be altered, extracted,

concealed or destroyed, an entry in any book, or in any report, slip, document or

statement of the business, affairs, transactions, conditions or assets of that relevant

person,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000

or to imprisonment for a term not exceeding 2 years or to both.

(2)  In subsection (1) —

“officer” includes a person purporting to act in the capacity of an officer;

“relevant person” means any approved exchange, recognised market operator, exempt

market operator, licensed trade repository, licensed foreign trade repository, approved

clearing house, recognised clearing house, approved holding company, holder of a

capital markets services licence to carry on business in any regulated activity, exempt

person, representative, or approved trustee for a collective investment scheme as

defined in section 289.

[SIA, s. 108]

Duty not to fur nish false information to Authority

329.—(1)  Any person who furnishes the Authority with any information under this Act shall

use due care to ensure that the information is not false or misleading in any material particular.

(2)  Subsection (1) shall apply only to a requirement in relation to which no other provision

of this Act creates an offence in connection with the furnishing of information.

(3)  Any person who —

signs any document lodged with the Authority; or

[1/2005]

[2/2009 wef 01/10/2012]

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(b)

(a)

(b)

(c)

(d)

(e)

(f)

(a)

(b)

lodges with the Authority any document by electronic means using any identification

or identifying code, password or other authentication method or procedure assigned

to him by the Authority,

shall use due care to ensure that the document is not false or misleading in any material

particular.

(4)  Any person who contravenes subsection (1) or (3) shall be guilty of an offence and shall

be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not

exceeding 2 years or to both.

[Insurance Intermediaries, s. 37 (modified)]

Duty not to fur nish false statements to «securities exchange, «futur es exchange, licensed

tr ade r epositor y, appr oved clearing house, r ecognised clearing house «and «Securities

Industr y Council

330.—(1)  Any person who, with intent to deceive, makes or furnishes, or knowingly «and

wilfully authorises or permits the making or furnishing of, any false or misleading statement or

report to any «securities exchange, «futur es exchange, licensed trade repository, approved

clearing house or recognised clearing house or any officers thereof relating to —

dealing in «securities, trading in «futur es contracts, foreign exchange trading or

leveraged foreign exchange trading;

the enforcement of the business rules of a «securities exchange, a «futur es

exchange, a licensed trade repository or an approved clearing house or the listing

rules of a «securities exchange;

the affairs of an entity or a business trust;

a collective investment scheme;

the affairs of the trustee-manager of a registered business trust; or

a registered business trust which is managed «and operated by the trustee-manager of

the registered business trust,

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.

(2)  Any person who, with intent to deceive, makes or furnishes or knowingly «and wilfully

authorises or permits the making or furnishing of, any false or misleading statement or report to

the «Securities Industry Council or any of its officers, relating to any matter or thing required

by the «Securities Industry Council in the exercise of its functions under this «Act 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.

(3)  In subsection (1)(c), the reference to affairs of an entity or a business trust shall —

in the case of an entity which is a corporation, be construed as including a reference

to the matters referred to in section 2(2); «and

in the case of —

[2/2009 wef 26/11/2010]

[«Act 34 of 2012 wef 01/08/2013]

[31/2004; 1/2005]

[«Act 34 of 2012 wef 01/08/2013]
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(i)

(ii)

(a)

(b)

an entity which is not a corporation; or

a business trust,

be construed as a reference to such matters as may be prescribed by the Authority.

[SIA, s. 109; FTA, s. 55]

Cor por ate offender s and unincor por ated associations

331.—(1)  Where an offence under this Act committed by a body corporate is proved to have

been committed with the consent or connivance of, or to be attributable to any neglect on the

part of an officer of the body corporate, the officer as well as the body corporate shall be guilty

of that offence and shall be liable to be proceeded against and punished accordingly.

(2)  Where the affairs of the body corporate are managed by its members, subsection (1) shall

apply in relation to the acts and defaults of a member in connection with his functions of

management as if he were a director of the body corporate.

(3)   Where an offence under this Act committed by a partnership is proved to have been

committed with the consent or connivance of, or to be attributable to any neglect on the part of,

a partner, the partner as well as the partnership shall be guilty of that offence and shall be liable

to be proceeded against and punished accordingly.

(3A)  Where an offence under this Act committed by a limited liability partnership is proved

to have been committed with the consent or connivance of, or to be attributable to any neglect

on the part of, a partner or manager of the limited liability partnership, the partner or manager

(as the case may be) as well as the partnership shall be guilty of that offence and shall be liable

to be proceeded against and punished accordingly.

(4)  Where an offence under this Act committed by an unincorporated association (other than

a partnership) is proved to have been committed with the consent or connivance of, or to be

attributable to any neglect on the part of, an officer of the association or a member of its

governing body, the officer or member as well as the association shall be guilty of that offence

and shall be liable to be proceeded against and punished accordingly.

(5)  In this section —

“body corporate” and “partnership” exclude a limited liability partnership within the

meaning of the Limited Liability Partnerships Act 2005 (Act 5 of 2005);

“officer”  —

in relation to a body corporate, means a director, member of the committee of

management, chief executive, manager, secretary or other similar officer of the

body, and includes a person purporting to act in any such capacity; or

in relation to an unincorporated association (other than a partnership) means the

president, the secretary, or a member of the committee of the association or a

person holding a position analogous to that of president, secretary or member of

a committee, and includes a person purporting to act in any such capacity;

“partner”, in relation to a partnership, includes a person purporting to act as a partner.

(6)  Regulations may provide for the application of any provision of this section, with such

[1/2005]

[5/2005]

[16/2003; 1/2005; 5/2005]
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(a)

(b)

(a)

(b)

modifications as the Authority considers appropriate, to a body corporate or unincorporated

association formed or recognised under the law of a territory outside Singapore.

[UK FSMA2000, s. 400 (modified)]

Offences by officer s

332.—(1)    Any person, being an officer of an approved holding company, a «securities

exchange, a «futur es exchange, a recognised market operator, a licensed trade repository, a

licensed foreign trade repository, an approved clearing house, a recognised clearing house or a

holder of a capital markets services licence to carry on business in any regulated activity, who

fails to take all reasonable steps to secure —

compliance with any provision of this «Act; or

the accuracy «and correctness of any statement submitted under this «Act,

shall be guilty of an offence «and shall be liable on conviction to a fine not exceeding $100,000

or to imprisonment for a term not exceeding 2 years or to both.

(2)  In any proceedings against an officer under subsection (1), it shall be a defence for the

defendant to prove that he had reasonable grounds for believing that another person was

charged with the duty of securing compliance with the requirements of this «Act, or with the

duty of ensuring that those statements were accurate, as the case may be, «and that that person

was competent, «and in a position, to discharge that duty.

(3)  An officer shall not be sentenced to imprisonment for any offence under subsection (1)

unless, in the opinion of the court, he committed the offence wilfully.

[SIA, s. 107]

Penalties for cor por ations

333.—(1)  Subject to subsections (2) and (3), where a corporation is convicted of an offence

under this Act, the penalty that the court may impose is a fine not exceeding 2 times the

maximum amount that, but for this subsection, the court could impose as a fine for that offence.

(2)  Subsection (1) shall not apply to —

offences under sections 6(4) and (5), 8(12), 14(11), 16A(3) and (4), 22, 23(4), 27(11),

28(12), 29(3), 30(4), 32(7), 34(9), 43, 44(10), 46(2), 49(7) and (8), 50(2), 51(2),

52(2), 54(9), 56(2), 61(3), 70, 75(11) and (12), 76(12), 77(4), 78(4), 79(2), 80(14)

and (15), 81(9), 81A(10), 81U(2), 81W(8), 81ZA(3), 81ZB(2), 81ZC(2), 81ZD(3),

81ZE(11) and (12), 81ZF(13), 81ZG(4), 81ZJ(10), 81ZL(2), 103, 105, 107(3) and

(4), 289(7), 290(4) and 295(6); or

offences under any subsidiary legislation made under this Act where it is expressly

provided in the subsidiary legislation that subsection (1) shall not apply to those

offences.

(3)  Where an individual is convicted of an offence under this Act by virtue of section 331,

he shall be liable to the fine or imprisonment or both as prescribed for that offence and

subsection (1) shall not apply.

[1/2005]

[«Act 34 of 2012 wef 01/08/2013]

[2/2009 wef 26/11/2010]

[16/2003; 42/2005]
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(i)

(ii)

(iia)

(iii)

(iv)

(a)

(b)

(c)

(a)

(b)

Power of Authority to r eprimand for misconduct

334.—(1)  Where the Authority is satisfied that a relevant person is guilty of misconduct, the

Authority may, if it thinks it necessary in the interest of the public, or a section of the public or

for the protection of investors, reprimand the relevant person.

(2)  In this section —

“misconduct” means —

the contravention of —

any provision of this «Act;

any condition or restriction imposed under this «Act;

any direction made by the Authority under this «Act;

any code, guideline, policy statement or practice note issued under

section 321; or

any business rules of a «securities exchange, a «futur es exchange, a

licensed trade repository or an approved clearing house, or the listing

rules of a «securities exchange;

the failure by an officer of a relevant person to discharge any duty or function

of his office; or

the commission of an offence under section 331 or 332(1);

“officer”  —

in relation to a body corporate, means a director, member of the committee of

management, chief executive, manager, secretary or other similar officer of the

body, «and includes a person purporting to «act in any such capacity; or

in relation to an unincorporated association (other than a partnership), means

the president, the secretary, or a member of the committee of the association or

a person holding a position analogous to that of president, secretary or member

of a committee, «and includes a person purporting to «act in any such capacity;

“partner” includes a person purporting to «act as a partner;

“relevant person” means an approved exchange, a recognised market operator, an exempt

market operator, a licensed trade repository, a licensed foreign trade repository, an

approved clearing house, a recognised clearing house, an approved holding company,

a holder of a capital markets services licence, an exempt person, an approved trustee

for a collective investment scheme as defined in section 289, or any employee, officer,

partner or representative thereof.

Gener al penalty

335.  Any person who contravenes any provision of this Act shall be guilty of an offence

and, where no penalty is expressly provided, shall be liable on conviction to a fine not

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(a)

(b)

(a)

(b)

exceeding $50,000.

Pr oceedings with consent of Public Pr osecutor and power to compound offences

336.—(1)  Proceedings for an offence against any provisions of Part XII may be taken only

with the consent of the Public Prosecutor.

(2)   The Authority may, in its discretion, compound any offence under this Act which 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.

[SIA, s. 117; FTA, s. 66]

(3)  The Authority may, in its discretion, compound any offence under this Act (including an

offence under a provision that has been repealed) which —

was compoundable under this section at the time the offence was committed; but

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.

(4)  All sums collected by the Authority under subsection (2) or (3) shall be paid into the

Consolidated Fund.

Exemption

337.—(1)  The Authority may, by regulations, exempt any person, capital markets product,

matter or transaction, or any class thereof, from all or any of the provisions of this Act, subject

to such conditions or restrictions as may be prescribed.

(2)  Subject to any express provision to the contrary in this Act, an exemption granted to a

person or in respect of any capital markets product, matter or transaction (other than an

exemption granted to a class of persons, capital markets products, matters or transactions) under

any provision of this Act other than subsection (1), or a revocation thereof, may be notified in

writing to the person concerned, and need not be published in the Gazette.

(3)  The Authority may, on the application of any person, by notice in writing exempt the

person from all or any of the requirements specified in any direction made by the Authority

under this Act.

(4)  An exemption granted under subsection (3) —

may be granted subject to such conditions or restrictions as the Authority may specify

by notice in writing; and

for the avoidance of doubt, need not be published in the Gazette and may be revoked

at any time by the Authority.

[15/2010 wef 02/01/2011]

[Act 34 of 2012 wef 18/03/2013]

[Act 34 of 2012 wef 18/03/2013]

[Act 34 of 2012 wef 18/03/2013]

[16/2003]

[16/2003]

[16/2003]
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(a)

(b)

(c)

(d)

(e)

(a)

(b)

(a)

(4A)    The Authority may at any time add to, vary or revoke any condition or restriction

imposed under this section.

(5)  Any person who contravenes any condition or restriction imposed under subsection (1)

or (4)(a) (including any condition or restriction added or varied under subsection (4A)) shall be

guilty of an offence.

Power to make r egulations giving effect to tr eaty, etc., r elating to «securities or «futur es

338.—(1)    Without prejudice to the generality of section 341, the Authority may make

regulations prescribing the matters necessary or expedient to give effect in Singapore to the

provisions of any treaty, convention, arrangement, memorandum of understanding, exchange of

letters or other similar instrument relating to the «securities, «futur es or derivatives industry, to

which Singapore or the Authority is a party.

(2)    Without prejudice to the generality of subsection (1), such regulations may provide

for —

exemptions from the requirements relating to licensing, approval or registration of

any person, the recognition of recognised market operators or the lodgment or

registration of any document under this «Act;

exemptions from any requirement in Part XIII;

the application of this «Act with such modifications as may be necessary;

the revocation or withdrawal of any exemption granted; «and

the variation of any condition or restriction imposed in connection with the granting

of any exemption under this «Act.

Extr a-ter ritoriality of Act

339.—(1)  Where a person does an act partly in and partly outside Singapore which, if done

wholly in Singapore, would constitute an offence against any provision of this Act, that person

shall be guilty of that offence as if the act were carried out by that person wholly in Singapore,

and may be dealt with as if the offence were committed wholly in Singapore.

(2)  Where —

a person does an act outside Singapore which has a substantial and reasonably

foreseeable effect in Singapore; and

that act would, if carried out in Singapore, constitute an offence under any provision

of Part II, IIA, III, IV, VIII, XII, XIII or XV,

that person shall be guilty of that offence as if the act were carried out by that person in

Singapore, and may be dealt with as if the offence were committed in Singapore.

(2A)  For the purposes of an action under section 232 or 234, where a person —

does an act partly in and partly outside Singapore which, if done wholly in Singapore,

[2/2009 wef 26/11/2010]

[2/2009 wef 26/11/2010]

[16/2003]

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[1/2005]

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(b)

(a)

(b)

(c)

(d)

(e)

would constitute a contravention of any provision of Part XII; or

does an act outside Singapore which has a substantial and reasonably foreseeable

effect in Singapore and that act, if carried out in Singapore, would constitute a

contravention of any provision of Part XII,

the act shall be treated as being carried out by that person in Singapore.

(3)  The Authority may, by regulations, specify the circumstances under which subsection (2)

or (2A)(b) does not apply.

Amendment of Schedules

340.—(1)  The Minister may by order published in the Gazette, amend, add to or vary the

First, Second, Third or Fourth Schedule.

(2)    The Minister may, in any order made under subsection (1), make such incidental,

consequential or supplementary provisions to the Act as may be necessary or expedient.

(3)  Any order made under subsection (1) shall be presented to Parliament as soon as possible

after publication in the Gazette.

(4)  The Authority may, by regulations, provide that the definitions in the Second Schedule

shall not apply to such person, capital markets product or class of persons or capital markets

products as may be prescribed.

Regulations

341.—(1)    The Authority may make regulations for carrying out the purposes «and

provisions of this «Act «and for the due administration thereof.

(2)    Without prejudice to the generality of subsection (1), the Authority may make

regulations for or with respect to —

the criteria for authorisation or recognition of collective investment schemes «and

the constitution, operation, management «and offer of such schemes including but

not limited to the powers «and duties of the managers, trustees or representatives

«and the rights «and obligations of the participants of the schemes;

the financial requirements «and other criteria that a public company must fulfill for it

to be considered for approval as a trustee;

applications for capital markets services licences to carry on business in any

regulated activity «and matters incidental thereto;

the activities of, «and standards to be maintained by persons holding a capital

markets services licence to carry on business in any regulated activity «and their

representatives, including the manner, method «and place of soliciting business by

the holder of the licence «and their representatives «and the conduct of such

solicitation;

[Deleted by «Act 16/2003]

[16/2003]

[16/2003]

[16/2003]

[2/2009 wef 26/11/2010]
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(f)

(g)

(h)

(i)

(j)

(k)

(l)

(la)

(m)

(n)

the conditions for the conduct of business on any «securities exchange, «futur es

exchange, recognised market operator, licensed trade repository, licensed foreign

trade repository, approved clearing house or recognised clearing house;

the form, content distribution «and publication of written, printed or visual material

«and advertisements that may be distributed or used by a person in respect of any

regulated activity, including advertisements offering the services of persons holding a

capital markets services licence or offering capital markets products for sale;

the particulars to be recorded in the profit «and loss accounts «and balance-sheets

«and the information to be contained in auditor’s reports required to be lodged under

this «Act on the annual accounts of persons holding a capital markets services licence

to carry on business in any regulated activity;

the remuneration of an auditor appointed under this «Act «and for the costs of an

audit carried out under this «Act;

the manner in which persons holding a capital markets services licence to carry on a

business in any regulated activity conduct their dealings with their customers,

conflicts of interest involving the holder of the licence «and its customers, «and the

duties of the holder of a licence to its customers when making recommendations in

respect of capital markets products;

the purchase or sale of capital markets products for their own accounts, directly or

indirectly by holders of capital markets services licences to carry on business in any

regulated activity «and their representatives;

the disclosure by a holder of a capital markets services licence of any material

interest that such person might have in a proposed transaction relating to trading in

capital markets products;

the maintenance by the holder of a capital markets services licence, «and a

representative of such a holder, of registers of their interests in «securities «and their

duties relating to the registers, «and matters relating thereto;

the specification of manipulative «and deceptive devices «and contrivances in

connection with the purchase or sale of «securities, «futur es contracts or leveraged

foreign exchange trading;

the regulation or prohibition of trading on the floor of a «securities exchange,

«futur es exchange or recognised market operator by members of a «securities

exchange, «futur es exchange or recognised market operator, as the case may be, or

their representatives directly or indirectly for their own accounts «and the prevention

of such excessive trading on a «securities exchange, «futur es exchange or

recognised market operator but off the floor of a «securities exchange, «futur es

exchange or recognised market operator by members of a «securities exchange,

«futur es exchange or recognised market operator, as the case may be, or their

representatives directly or indirectly for their own accounts as the Authority may

consider is detrimental to the maintenance of a fair «and orderly market; «and the

exemption of such transactions as the Authority may decide to be necessary in the

interest of the public, or a section of the public or for the protection of investors;

[«Act 34 of 2012 wef 01/08/2013]

[2/2009 wef 19/11/2012]
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(o)

(p)

(q)

(r)

(s)

(t)

(u)

(a)

(aa)

(b)

(c)

the borrowing in the ordinary course of business by persons holding a capital markets

services licence as the Authority may consider necessary or appropriate in the interest

of the public, or a section of the public or for the protection of investors;

the prohibition or regulation of dealing in «securities in circumstances where the

person who deals in the «securities does not hold or have an interest in the

«securities which are being or are proposed to be dealt with;

the prohibition or restriction of forward contracts in «securities of corporations that

are admitted to the official list of a «securities exchange;

the forms for the purposes of this «Act;

the fees to be paid in respect of any matter or thing required for the purposes of this

«Act, including licences required under this «Act «and the refund «and remission,

whether in whole or in part, of such fees;

the collection by or on behalf of the Authority, at such intervals or on such occasions

as may be prescribed, of statistical information as to such matters relevant to capital

markets products as may be prescribed «and for the collection «and use of such

information for any purpose, whether or not connected with the prescribed capital

markets products; «and

all matters «and things which by this «Act are required or permitted to be prescribed

or which are necessary or expedient to be prescribed to give effect to this «Act.

(3)   Except as otherwise expressly provided in this «Act, the regulations made under this

«Act —

may be of general or specific application;

may contain provisions of a savings or transitional nature;

may provide that a contravention of any specified provision thereof shall be an

offence; «and

may provide for penalties not exceeding a fine of $50,000 or imprisonment for a term

not exceeding 12 months or both for each offence «and, in the case of a continuing

offence, a further penalty not exceeding a fine of 10% of the maximum fine

prescribed for that offence for every day or part thereof during which the offence

continues after conviction.

(3A)    For the purposes of paragraphs (a)(iv) «and (b) of the definition of “derivatives

contract” in section 2(1), the Authority may prescribe different contracts, arrangements,

transactions «and classes of contracts, arrangements or transactions for different purposes.

(3B)    For the purposes of the definition of “financial instrument” in section 2(1), the

Authority may prescribe different things for different purposes.

(3C)  For the purposes of paragraphs (a)(iii) «and (b) of the definition of “underlying thing”

in section 2(1), the Authority may prescribe different arrangements, events, indices, intangible

properties, tangible properties, transactions «and classes of arrangements, events, indices,

intangible properties, tangible properties or transactions for different purposes.

[16/2003; 1/2005]

[«Act 34 of 2012 wef 01/08/2013]

[«Act 34 of 2012 wef 01/08/2013]

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(a)

(i)

(ii)

(b)

(4)  Where a person is charged with an offence for contravening a regulation made under

subsection (2)(la), it shall be a defence for the person to prove —

that his contravention was due to his not being aware of a fact or occurrence, the

existence of which was necessary to constitute the offence; «and

that —

he was not so aware on the date of the summons issued for the charge; or

he became so aware before the date of the summons «and complied with the

regulation within 14 days after becoming so aware.

(5)  For the purposes of subsection (4), a person shall, in the absence of proof to the contrary,

be conclusively presumed to have been aware of a fact or occurrence at a particular time which

an employee or agent of the person, being an employee or agent having duties or acting in

relation to his employer’s or principal’s interest or interests in the «securities concerned, was

aware of at that time.

Regulations to apply Act to per sons and matter s pr eviously r egulated under Commodity

Tr ading Act

342.—(1)  The Authority may by regulations prescribe such provisions as it may consider

necessary or expedient for the purpose of applying this Act in relation to commodity futures

contracts, trading in futures contracts, commodity futures brokers, commodity futures broker’s

representatives, Commodity Futures Exchanges, commodity futures markets, commodity

futures pool operators and commodity futures pool operator’s representatives;  and for this

purpose this Act shall apply with such modifications as may be prescribed.

(2)    In subsection (1), “commodity futures contract”, “trading in futures contract”,

“commodity futures broker”, “commodity futures broker’s representative”, “Commodity

Futures Exchange”, “commodity futures market”, “commodity futures pool operator” and

“commodity futures pool operator’s representative” have the meanings given to those

expressions in the Commodity Trading Act (Cap. 48A) in force immediately before the

commencement of this provision.

FIRST SCHEDULE

Section 2

PART I

MARKET

Definition of mar ket

1.  In this «Act, “market” means a «secur ities market or «futur es market.

Definition of «futur es mar ket

[«Act 34 of 2012 wef 01/08/2013]

[2/2009 wef 19/11/2012]

[16/2003]

[2/2009 wef 19/11/2012]

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(i)

(ii)

(a)

(b)

(a)

(b)

(i)

(ii)

(iii)

(a)

(b)

(a)

(b)

2.—(1)    In this «Act, “«futur es market” means a place at which, or a facility (whether electronic or

otherwise) by means of which, offers or invitations to sell, purchase or exchange «futur es contracts are

regularly made on a centralised basis, being offers or invitations that are intended or may reasonably be

expected to result, whether directly or indirectly, in the acceptance or making, respectively, of offers to sell,

purchase or exchange «futur es contracts (whether through that place or facility or otherwise).

(2)  For the purposes of this «Act, “«futur es market” does not include —

a place or facility used by only one person —

to regularly make offers or invitations to sell, purchase or exchange «futur es contracts; or

to regularly accept offers to sell, purchase or exchange «futur es contracts; or

a place or facility that enables persons to negotiate material terms (in addition to the price) of, «and

enter into transactions in, «futur es contracts, where the material terms (in addition to the price) of

«futur es contracts are discretionary «and not predetermined by the rules or practices of the place or

facility.

Definition of «secur ities mar ket

3.—(1)   In this «Act, “«secur ities market” means a place at which, or a facility (whether electronic or

otherwise) by means of which, offers or invitations to sell, purchase or exchange issued «secur ities or such

other «secur ities as the Authority may prescribe are regularly made on a centralised basis, being offers or

invitations that are intended or may reasonably be expected, to result, whether directly or indirectly, in the

acceptance or making, respectively, of offers to sell, purchase or exchange issued «secur ities or prescribed

«secur ities (whether through that place or facility or otherwise).

(2)  For the purposes of this «Act, “«secur ities market” does not include a place or facility used by only one

person —

to regularly make offers or invitations to sell, purchase or exchange «secur ities; or

to regularly accept offers to sell, purchase or exchange «secur ities.

PART II

CLEARING FACILITY

Definition of clear ing facility

4.—(1)  In this «Act —

“clearing facility” means —

a facility for the clearing or settlement of —

transactions in «secur ities;

«futur es contracts; or

derivatives contracts; or

such other facility or class of facilities for the clearing or settlement of transactions as the

Authority may, by order, prescribe;

“clearing or settlement”, in relation to a clearing facility, means any arrangement, process, mechanism

or service provided by a person in respect of transactions, by which —

information relating to the terms of those transactions are verified by such person with a

view to confirming the transactions;

parties to those transactions substitute, through novation or otherwise, the credit of such

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(c)

(d)

(a)

(b)

(c)

(a)

(b)

(c)

(d)

(e)

(ea)

(f)

(fa)

(g)

(a)

person for the credit of the parties;

the obligations of parties under those transactions are calculated, whether or not such

calculations include multilateral netting arrangements; or

parties to those transactions meet their obligations under such transactions, including the

obligation to deliver, the transfer of funds or the transfer of title to «secur ities between

the parties.

(2)  For the purposes of this «Act, “clearing or settlement” does not include —

the back office operations of a party to the transactions referred to in sub-paragraph (1);

the services provided by a person who has, under an arrangement with another person (referred to in

this sub-paragraph as the customer), possession or control of «secur ities of the customer, where

those services are solely incidental to the settlement of transactions relating to the «secur ities; or

any other arrangement, process, mechanism or service which the Authority may prescribe.

SECOND SCHEDULE

Sections 2 «and 340(4)

REGULATED ACTIVITIES

PART I

TYPES OF REGULATED ACTIVITIES

The following are regulated activities for the purposes of this «Act:

dealing in «secur ities;

trading in «futur es contracts;

leveraged foreign exchange trading;

advising on corporate finance;

fund management;

real estate investment trust management;

«secur ities financing;

providing credit rating services;

providing custodial services for «secur ities.

PART II

INTERPRETATION

  In this Schedule —

“agreement” includes arrangement;

“advising on corporate finance” means giving advice —

to any person (whether as principal or agent, or as trustee of a trust) concerning

compliance with or in respect of laws or regulatory requirements (including the listing

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(i)

(ii)

(b)

(c)

(d)

(a)

(b)

(c)

(a)

(b)

(a)

(b)

(a)

rules of a «secur ities exchange) relating to the raising of funds by any entity, trustee of a

trust on behalf of the trust or responsible person of a collective investment scheme on

behalf of the collective investment scheme;

to a person making an offer —

to subscribe for or purchase «secur ities; or

to sell or otherwise dispose of «secur ities,

concerning that offer;

concerning the arrangement, reconstruction or take-over of a corporation or any of its

assets or liabilities; or

concerning the take-over of a business trust or any of its assets or liabilities held by the

trustee-manager on behalf of the business trust;

“credit rating” means an opinion expressed using an established «and defined ranking system of rating

categories, primarily regarding the creditworthiness of a rating target;

“dealing in «secur ities” means (whether as principal or agent) making or offering to make with any

person, or inducing or attempting to induce any person to enter into or to offer to enter into any

agreement for or with a view to acquiring, disposing of, subscribing for, or underwriting «secur ities;

“financial institution” means —

any bank licensed under the Banking «Act (Cap. 19);

any merchant bank approved as a financial institution under the Monetary Authority of

Singapore «Act (Cap. 186); or

any finance company licensed under the Finance Companies «Act (Cap. 108);

“foreign exchange trading” means the «act of entering into or offering to enter into, or inducing or

attempting to induce a person to enter into or offer to enter into, a contract or an arrangement the

effect of which is that —

a party agrees to exchange currency at an agreed rate of exchange with another party

whether the currency exchange is effected at the same time or at a specified future time

«and whether by way of delivery of an amount of currency for another currency, by way

of crediting the account of the other party with an amount of another currency, by way of

settlement or set-off between 2 or more persons or otherwise; or

a party agrees to settle in any manner with another party the difference between the value

of any currency index agreed at the time of the making of the contract or arrangement

«and at a specified future time,

but does not include any «act performed for or in connection with a contract or an arrangement

which is a «futur es contract or such a proposed contract or proposed arrangement;

“fund management” means undertaking on behalf of a customer (whether on a discretionary authority

granted by the customer or otherwise) —

the management of a portfolio of «secur ities or «futur es contracts; or

foreign exchange trading or leveraged foreign exchange trading for the purpose of

managing the customer’s funds,

but does not include real estate investment trust management;

“leveraged foreign exchange trading” means —

foreign exchange trading on a margin basis whereby a person undertakes, as determined

by the terms «and conditions of the foreign exchange trading contract or arrangement —

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(i)

(ii)

(iii)

(b)

(c)

(i)

(ii)

(iii)

(a)

(b)

(i)

(ii)

to make an adjustment between himself «and another person according to

whether a currency is worth more or less, as the case may be, in relation to

another currency, or according to whether a currency index rises or falls in

value, as the case may be, in relation to an agreed value;

to pay an amount of money determined or to be determined by reference to the

change in value of a currency in relation to another currency, or by reference

to the change in value of a currency index in relation to an agreed value; or

to deliver to another person at an agreed future time an agreed amount of

currency at an agreed price;

the provision by any person referred to in paragraph (a) of any advance, credit facility or

loan, directly or indirectly, to facilitate an «act of the description referred to in that

paragraph; or

the «act of entering into or offering to enter into, or inducing or attempting to induce a

person to enter into, an arrangement with another person (whether on a discretionary basis

or otherwise) to enter into any contract to facilitate an «act of the description mentioned in

paragraph (a) or (b),

but does not include any «act performed for or in connection with a contract or an arrangement —

arranged by a bank that is licensed under the Banking «Act (Cap. 19) or a merchant bank

approved as a financial institution under the Monetary Authority of Singapore «Act (Cap.

186);

by any person belonging to such class of persons, or carrying on such class or description

of business, as may be prescribed by the Authority; or

which is a «futur es contract,

or such a proposed contract or arrangement;

“offer” or “offering” includes invitation to treat;

“on a margin basis”, in relation to the definition of “leveraged foreign exchange trading”, means the

first-mentioned person referred to in the definition of “leveraged foreign exchange trading” entering

into the contract or arrangement referred to therein by providing to the offeror or his agent money,

«secur ities, property or other collateral which represents only a part of the value of the contract or

arrangement to be entered into by him;

“providing credit rating services” means preparing, whether wholly or partly in Singapore, credit ratings

in relation to activities in the «secur ities «and «futur es industry for —

dissemination, whether in Singapore or elsewhere, or with a reasonable expectation that

they will be so disseminated; or

distribution by subscription, whether in Singapore or elsewhere, or with a reasonable

expectation that they will be so distributed,

but does not include —

preparing a private credit rating pursuant to an individual order which is intended to be

provided exclusively to the person who placed the order «and not intended for public

disclosure or distribution by subscription; or

preparing credit scores, credit scoring systems or similar assessments related to

obligations arising from consumer, commercial or industrial relationships;

“providing custodial services for «secur ities” means providing or agreeing to provide any service where

the person providing the service has, under an arrangement with another person (the customer),

possession or control of «secur ities of the customer «and carries out one or more of the following

functions for the customer:

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(a)

(b)

(c)

(d)

(e)

(i)

(A)

(B)

(C)

(ii)

(iii)

(iv)

(a)

(b)

(c)

(a)

(b)

(c)

(a)

(b)

settlement of transactions relating to the «secur ities;

collecting or distributing dividends or other pecuniary benefits derived from ownership or

possession of the «secur ities;

paying tax or other costs associated with the «secur ities;

exercising rights, including without limitation voting rights, attached to or derived from the

«secur ities;

any other function necessary or incidental to the safeguarding or administration of the

«secur ities,

but does not include —

the activities of a corporation which is a Depository as defined in Division 7A of Part IV

of the Companies «Act (Cap. 50);

the provision of services to a related corporation or connected person, so long as none of

the «secur ities is —

held on trust for another person by the related corporation or connected person;

held as a result of any custodial services provided by the related corporation or

connected person to another person; or

beneficially owned by any person other than the related corporation or

connected person;

the provision of services by a nominee corporation which are solely incidental to the

business of a nominee corporation; or

any other conduct as the Authority may prescribe;

“rating category” means a rating symbol, such as a letter or numerical symbol which might be

accompanied by appending identifying characters, used in a credit rating to provide a relative

measure of risk to distinguish the different risk characteristics of the types of rating targets;

“rating target” means the subject of a credit rating which may be —

a person other than an individual;

the government of a sovereign country, including the Government of Singapore; or

«secur ities;

“real estate investment trust management” means managing or operating a collective investment

scheme —

that is a trust;

that invests primarily in real estate «and real estate-related assets specified by the

Authority in the Code on Collective Investment Schemes; «and

all or any units of which are listed for quotation on a «secur ities exchange;

“«secur ities financing” means to directly or indirectly facilitate, by providing any credit facility,

advance or loan —

the subscription for «secur ities, or the purchase of «secur ities listed or to be listed on a

«secur ities market or such other «secur ities as the Authority may prescribe; «and

where applicable, the continued holding of those «secur ities,

whether or not those «secur ities are pledged as security for the credit facility, advance or loan, but

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(i)

(ii)

(iii)

(iv)

(v)

(vi)

(a)

(b)

(a)

(b)

does not include the provision of any credit facility, advance or loan —

that forms part of an arrangement to underwrite or sub-underwrite «secur ities;

[Deleted by «Act 16/2003]

to a holder of a capital markets services licence to deal in «secur ities or provide

«secur ities financing, or a financial institution, to facilitate acquisitions or holdings of

«secur ities;

by a company to its directors or employees to facilitate acquisitions or holdings of its own

«secur ities;

by a member of a group of companies to another member of the group to facilitate

acquisitions or holdings of «secur ities by that other member; or

by an individual to a company in which he holds 10% or more of its issued share capital to

facilitate acquisitions or holdings of «secur ities;

“trading in «futur es contracts” means (whether as principal or agent) —

making or offering to make with any person, or inducing or attempting to induce any

person to enter into or to offer to enter into any agreement for or with a view to the

purchase or sale of a «futur es contract; or

soliciting or accepting any order for, or otherwise dealing in, a «futur es contract.

THIRD SCHEDULE

Sections 82(2) and 286(3)

SPECIFIED PERSONS

1.  Any company licensed under the Trust Companies Act 2005 (Act 11 of 2005) whose carrying on of the

business in that regulated activity is solely incidental to its carrying on of the business for which it is registered

under that Act.

2.  Any public statutory corporation established under any Act in Singapore.

3.  Any —

advocate and solicitor, law corporation, Formal Law Alliance or Joint Law Venture which is

approved or registered under the Legal Profession Act (Cap. 161); or

public accountant who is registered under the Accountants Act (Cap. 2) or accounting corporation

which is approved under that Act,

whose carrying on of the business in that regulated activity is solely incidental to the practice of law or

accounting, as the case may be.

4.  The Official Assignee in exercising his powers under the Bankruptcy Act (Cap. 20).

5.  The Public Trustee in exercising his powers under the Public Trustee Act (Cap. 260).

6.  A person acting in relation to a company as its liquidator, provisional liquidator, receiver, receiver and

manager or judicial manager.

7.  Any approved trustee for a collective investment scheme as defined in section 289 whose carrying on of

business in a regulated activity is solely incidental to its carrying on of activities as such approved trustee.

8.  (Deleted by Act 1/2005)

9.  A foreign company whose carrying on of any regulated activity is effected under an arrangement between

the foreign company (on the one hand) and its related corporation which is licensed under this Act or exempted

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under section 99(1)(a), (b), (c) or (d) (on the other hand), where such arrangement is approved by the Authority.

FOURTH SCHEDULE

Section 320(1A)

SPECIFIED PROVISIONS

1.  Section 14(2) and (8)

2.  Section 15(1)

3.  Section 35

4.  Section 49(7)

5.  Section 57(3)

5A.  Section 75(3)

5B.  Section 81SB(2)

6.  Section 81ZI

7.  [Deleted by Act 2/2009 wef 01/10/2012]

8.  Section 99(1)(h)

8A.  Section 99B(2)

8B.  Section 99I(1)

9.  [Deleted by Act 2/2009 wef 01/10/2012]

10.  Section 247(1)

11.  Section 248(2) and (5)

12.  Section 249(3)

13.  Section 251(14)

14.  Section 259(3)

15.  Section 262(2)

16.  Section 277(2)

17.  Section 282H(1)

18.  Section 282I(5)

19.  Section 282L(14)

20.  Section 282S(3)

21.  Section 282ZB(3)

22.  Section 300(9)

23.  Section 302 (when applying section 247(1) or 249(3))

[16/2003; 1/2005; 11/2005]

[Act 34 of 2012 wef 01/08/2013]

[Act 34 of 2012 wef 01/08/2013]

[Act 34 of 2012 wef 01/08/2013]

[Act 34 of 2012 wef 01/08/2013]

[Act 34 of 2012 wef 18/03/2013]

[Act 34 of 2012 wef 18/03/2013]
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24.  Section 305B(3)

25.  Section 306(1)

26.  Section 309(3)(a)

27.  Section 337(3).

LEGISLATIVE SOURCE KEY

SECURITIES AND FUTURES ACT

(CHAPTER 289)

Notes:—Unless otherwise stated, the abbreviations used in the references to other Acts «and statutory

provisions are references to the following Acts «and statutory provisions. The references are provided for the

convenience of users «and are not part of the «Act:

Aust. Corporations 2001 : Australia, Corporations «Act 2001 (No. 50, 2001)

Aust. FSR Bill 2001 : Australia, Financial Services Reform Bill 2001

ASIC 1989 : Australia, Australian «Secur ities «and Investment

Commission «Act 1989

HK SF Bill : Hong Kong, «Secur ities «and «Futur es Bill (Gazette

published on 24 November 2000, Legal Supplement No. 3)

HK CUTMF : Hong Kong, Code on Unit Trusts «and Mutual Funds

Malaysia SIA : Malaysia, «Secur ities Industry «Act 1983

UK FSMA 2000 : United Kingdom, Financial Services «and Markets «Act 2000

(Chapter c. 8)

Companies : Singapore, Companies «Act (Chapter 50, 1994 Revised

Edition)

E(DM)A : Singapore, Exchange (Demutualisation «and Merger) «Act

(Chapter 88, 2000 Revised Edition)

FTA : Singapore, «Futur es Trading «Act (Chapter 116, 1996

Revised Edition — repealed)

Insurance Intermediaries : Singapore, Insurance Intermediaries «Act (Chapter 142A,

2000 Revised Edition — repealed)

SFA : Singapore, «Secur ities «and «Futur es «Act (Chapter 289,

2002 Revised Edition)

SIA : Singapore, «Secur ities Industry «Act (Chapter 289, 1985

Revised Edition — repealed)

LEGISLATIVE HISTORY

SECURITIES AND FUTURES ACT

(CHAPTER 289)

This Legislative History is provided for the convenience of users of the «Secur ities «and «Futur es

«Act. It is not part of the «Act.

1.  «Act 42 of 2001—«Secur ities «and «Futur es «Act 2001

[1/2005]
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Date of First Reading : 25 September 2001

(Bill No. 33/2001 published on 26

September 2001)

Date of Second «and Third Readings : 5 October 2001

Date of commencement : 1 January 2002

2.  G. N. No. S 674/2001—«Secur ities «and «Futur es «Act (Amendment of Second Schedule)

Or der 2001

Date of commencement : 1 January 2002

3.  «Act 42 of 2001—«Secur ities «and «Futur es «Act 2001

Date of First Reading : 25 September 2001

(Bill No. 33/2001 published on 26

September 2001)

Date of Second «and Third Readings : 5 October 2001

Date of commencement : 1 July 2002

4.  «Act 42 of 2001—«Secur ities «and «Futur es «Act 2001

Date of First Reading : 25 September 2001

(Bill No. 33/2001 published on 26

September 2001)

Date of Second «and Third Readings : 5 October 2001

Date of commencement : 1 October 2002

5.  «Act 39 of 2002—Payments «and Settlement Systems (Finality «and Netting) «Act 2002

(Consequential amendments made to «Act by)

Date of First Reading : 31 October 2002

(Bill No. 41/2002 published on 1

November 2002)

Date of Second «and Third Readings : 25 November 2002

Date of commencement : 9 December 2002

6.  2002 Revised Edition—«Secur ities «and «Futur es «Act

Date of operation : 31 December 2002

7.  «Act 16 of 2003—«Secur ities «and «Futur es (Amendment) «Act 2003

Date of First Reading : 14 August 2003

(Bill No. 15/2003 published on 15

August 2003)

Date of Second «and Third Readings : 2 September 2003

Date of commencement : 22 December 2003

8.  «Act 24 of 2003—Monetar y Author ity of Singapor e (Amendment) «Act 2003

(Consequential amendments made to «Act by)
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Date of First Reading : 16 October 2003

(Bill No. 21/2003 published on 17

October 2003)

Date of Second «and Third Readings : 10 November 2003

Date of commencement : 1 January 2004

9.  «Act 5 of 2004—Companies (Amendment) «Act 2004

(Consequential amendments made to «Act by)

Date of First Reading : 5 January 2004

(Bill No. 3/2004 published on 6

January 2004)

Date of Second «and Third Readings : 6 February 2004

Date of commencement : 1 April 2004

10.  «Act 31 of 2004—«Secur ities «and «Futur es (Amendment) «Act 2004

Date of First Reading : 20 July 2004

(Bill No. 29/2004 published on 21

July 2004)

Date of Second «and Third Readings : 1 September 2004

Date of commencement : 12 October 2004

11.  «Act 5 of 2005—Limited Liability Par tner ships «Act 2005

(Consequential amendments made to «Act by)

Date of First Reading : 19 October 2004

(Bill No. 64/2004 published on 20

October 2004)

Date of Second «and Third Readings : 25 January 2005

Date of commencement : 11 April 2005

12.  «Act 1 of 2005—«Secur ities «and «Futur es (Amendment) «Act 2005

Date of First Reading : 19 October 2004

(Bill No. 46/2004 published on 20

October 2004)

Date of Second «and Third Readings : 25 January 2005

Date of commencement : 1 July 2005

13.  «Act 42 of 2005—Statutes (Miscellaneous Amendment No. 2) «Act 2005

Date of First Reading : 17 October 2005

(Bill No. 30/2005 published on 18

October 2005)

Date of Second «and Third Readings : 21 November 2005

Date of commencement : 1 July 2005
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14.  «Act 1 of 2005—«Secur ities «and «Futur es (Amendment) «Act 2005

Date of First Reading : 19 October 2004

(Bill No. 46/2004 published on 20

October 2004)

Date of Second «and Third Readings : 25 January 2005

Date of commencement : 15 October 2005

15.  «Act 42 of 2005—Statutes (Miscellaneous Amendment No. 2) «Act 2005

Date of First Reading : 17 October 2005

(Bill No. 30/2005 published on 18

October 2005)

Date of Second «and Third Readings : 21 November 2005

Date of commencement : 1 January 2006

16.  «Act 42 of 2005—Statutes (Miscellaneous Amendment No. 2) «Act 2005

Date of First Reading : 17 October 2005

(Bill No. 30/2005 published on 18

October 2005)

Date of Second «and Third Readings : 21 November 2005

Date of commencement : 30 January 2006

17.  «Act 11 of 2005—Tr ust Companies «Act 2005

(Consequential amendments made to «Act by)

Date of First Reading : 25 January 2005

(Bill No. 1/2005 published on 26

January 2005)

Date of Second «and Third Readings : 18 February 2005

Date of commencement : 1 February 2006

18.  «Act 42 of 2005—Statutes (Miscellaneous Amendment No. 2) «Act 2005

Date of First Reading : 17 October 2005

(Bill No. 30/2005 published on 18

October 2005)

Date of Second «and Third Readings : 21 November 2005

Date of commencement : 1 April 2006

19.  2006 Revised Edition—«Secur ities «and «Futur es «Act

Date of operation : 1 April 2006

20.  «Act 2 of 2007—Statutes (Miscellaneous Amendments) «Act 2007

Date of First Reading : 8 November 2006

(Bill No. 14/2006 published on 9

November 2006)
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Date of Second «and Third Readings : 22 January 2007

Date of commencement : 1 March 2007

21.  «Act 35 of 2007—Commodity Tr ading (Amendment) «Act 2007

(Consequential amendments made to «Act by)

Date of First Reading : 21 May 2007

(Bill No. 23/2007 published on 22

May 2007)

Date of Second «and Third Readings : 17 July 2007

Date of commencement : 27 August 2007

22.  «Act 35 of 2007—Commodity Tr ading (Amendment) «Act 2007

(Consequential amendments made to «Act by)

Date of First Reading : 21 May 2007

(Bill No. 23/2007 published on 22

May 2007)

Date of Second «and Third Readings : 17 July 2007

Date of commencement : 27 February 2008

23.  G. N. No. S 376/2008—«Secur ities «and «Futur es «Act (Amendment of Second Schedule «and

Other Pr ovisions to «Act for REIT Management) Or der 2008

Date of commencement : 1 August 2008

24.  «Act 2 of 2009—«Secur ities «and «Futur es (Amendment) «Act 2009

Date of First Reading : 15 September 2008

(Bill No. 23/2008 published on 16

September 2008)

Date of Second «and Third Readings : 19 January 2009

Date of commencement : 20 April 2009

25.  «Act 2 of 2009—«Secur ities «and «Futur es (Amendment) «Act 2009

Date of First Reading : 15 September 2008

(Bill No. 23/2008 published on 16

September 2008)

Date of Second «and Third Readings : 19 January 2009

Date of commencement : 29 July 2009

26.  «Act 2 of 2009—«Secur ities «and «Futur es (Amendment) «Act 2009

Date of First Reading : 15 September 2008

(Bill No. 23/2008 published on 16

September 2008)

Date of Second «and Third Readings : 19 January 2009

Date of commencement : 29 March 2010
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27.  «Act 2 of 2009—«Secur ities «and «Futur es (Amendment) «Act 2009

Date of First Reading : 15 September 2008

(Bill No. 23/2008 published on 16

September 2008)

Date of Second «and Third Readings : 19 January 2009

Date of commencement : 26 November 2010

28.  «Act 15 of 2010—Cr iminal Pr ocedur e Code 2010

(Consequential amendments made to «Act by)

Date of First Reading : 26 April 2010

(Bill No. 11/2010 published on 26

April 2010)

Date of Second «and Third Readings : 19 May 2010

Date of commencement : 2 January 2011

29.  G. N. No. S 20/2012—«Secur ities «and «Futur es «Act (Amendment of Second Schedule «and

Other Pr ovisions for Pr ovision of Cr edit Rating Ser vices) Or der 2012

Date of commencement : 17 January 2012

30.  «Act 2 of 2009—«Secur ities «and «Futur es (Amendment) «Act 2009

Date of First Reading : 15 September 2008

(Bill No. 23/2008 published on 16

September 2008)

Date of Second «and Third Readings : 19 January 2009

Date of commencement : 1 October 2012

31.  «Act 2 of 2009—«Secur ities «and «Futur es (Amendment) «Act 2009

Date of First Reading : 15 September 2008

(Bill No. 23/2008 published on 16

September 2008)

Date of Second «and Third Readings : 19 January 2009

Date of commencement : 19 November 2012

32.  «Act 34 of 2012—«Secur ities «and «Futur es (Amendment) «Act 2012

Date of First Reading : 15 October 2012

(Bill No. 31/2012 published on 15

October 2012)

Date of Second «and Third Readings : 15 November 2012

Date of commencement : 18 March 2013

33.  «Act 10 of 2013—Financial Institutions (Miscellaneous Amendments) «Act 2013

Date of First Reading : 4 February 2013

(Bill No. 4/2013 published on 4
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February 2013)

Date of Second «and Third Readings : 15 March 2013

Date of commencement : 18 April 2013

34.  «Act 11 of 2013—Insur ance (Amendment) «Act 2013

(Consequential amendments made to «Act by)

Date of First Reading : 4 February 2013

(Bill No. 5/2013 published on 4

February 2013)

Date of Second «and Third Readings : 15 March 2013

Date of commencement : 18 April 2013

35.  «Act 34 of 2012—«Secur ities «and «Futur es (Amendment) «Act 2012

Date of First Reading : 15 October 2012

(Bill No. 31/2012 published on 15

October 2012)

Date of Second «and Third Readings : 15 November 2012

Date of commencement : 1 August 2013

36.  «Act 10 of 2013—Financial Institutions (Miscellaneous Amendments) «Act 2013

Date of First Reading : 4 February 2013

(Bill No. 4/2013 published on 4

February 2013)

Date of Second «and Third Readings : 15 March 2013

Date of commencement : 2 August 2013

37.  «Act 34 of 2012—«Secur ities «and «Futur es (Amendment) «Act 2012

Date of First Reading : 15 October 2012

(Bill No. 31/2012 published on 15

October 2012)

Date of Second «and Third Readings : 15 November 2012

Date of commencement : 31 October 2013

38.  «Act 10 of 2013—Financial Institutions (Miscellaneous Amendments) «Act 2013

Date of First Reading : 4 February 2013

(Bill No. 4/2013 published on 4

February 2013)

Date of Second «and Third Readings : 15 March 2013

Date of commencement : 1 November 2013

39.  «Act 34 of 2012—«Secur ities «and «Futur es (Amendment) «Act 2012

Date of First Reading : 15 October 2012

(Bill No. 31/2012 published on 15
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October 2012)

Date of Second «and Third Readings : 15 November 2012

Date of commencement : 1 May 2014

40.  «Act 35 of 2014—Statutes (Miscellaneous Amendments) (No. 2) «Act 2014

Date of First Reading : 8 September 2014 (Bill No. 24/2014

published on 8 September 2014)

Date of Second «and Third Readings : 7 October 2014

Date of commencement : 1 July 2015

COMPARATIVE TABLE

SECURITIES AND FUTURES ACT

(CHAPTER 289)

The following provisions in the 2002 Revised Edition of the «Secur ities «and «Futur es «Act have been

omitted by the Law Revision Commissioners in this 2006 Revised Edition.

This Comparative Table is provided for the convenience of users. It is not part of the «Secur ities «and

«Futur es «Act.

2006 Ed. 2002 Ed.

— 88—(4) (Deleted by «Act 1/2005)

— 96—(6) (Deleted by «Act 1/2005)

— 104—(3) (Deleted by «Act 16/2003)

— 203—(4) (Deleted by «Act 1/2005)

— 247—(6) (Deleted by «Act 16/2003)

— 257—(6) (Deleted by «Act 1/2005)

— 268—(14) (Deleted by «Act 1/2005)

— 287—(3)(b)(iv) to (vi) (Deleted by «Act 16/2003)

—           (3)(c) (Deleted by «Act 1/2005)

—           (5)(d) (Deleted by «Act 16/2003)

Omitted (spent) 342 (Consequential amendments to other written laws)

Omitted (spent) 343 (Transitional provisions)