Securities and Futures Act 2001

Securities and Futures Act 2001

2020 REVISED EDITION

This revised edition incorporates all amendments up to and including 1 December 2021 and comes into operation on 31 December 2021

An Act relating to the regulation of activities and institutions in the securities and derivatives industry, including leveraged foreign exchange trading, of financial benchmarks and of clearing facilities, and for matters connected therewith.

[34/2012; 4/2017]

[1 January 2002: Parts I, VIII, IX, X and XV (except sections 314 and 342(1) and (3)), First Schedule, Second Schedule and items (4)(o) and (q) and (7)(c) of the Fourth Schedule ;

1 July 2002: Parts XIII and XIV, and items (1)(a), (3)(a), (4)(a)(i), (iii) to (ix), (b), (c), (f), (g), (h), (i), (l), (m), (t) and (u), (7)(b), (12) and (13) of the Fourth Schedule ;

1 October 2002: Parts II to VII, XI and XII, sections 314 and 342(1) and (3), Third Schedule and items (1)(b), (2), (3)(b), (4)(a)(ii), (d), (e), (j), (k), (n), (p), (r), (s) and (v), (5), (6), (7)(a) and (d) and (8) to (11) of the Fourth Schedule ]

PART 1

PRELIMINARY

Short title

1.  This Act is the Securities and Futures Act 2001.

Interpretation

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

“administering a designated benchmark” means —

(a) controlling the development of the definition of a designated benchmark for the purpose of determining a designated benchmark;

(b) controlling the development of the methodology of determining a designated benchmark;

(c) controlling the review of the definition of a designated benchmark for the purpose of determining a designated benchmark;

(d) controlling the review of the methodology of determining a designated benchmark;

(e) managing any arrangements, processes or mechanisms for the purpose of determining a designated benchmark;

(f) collecting, analysing or processing any information or expression of opinion for the purpose of determining a designated benchmark;

(g) applying a formula or other methods of calculation to information or expressions of opinion in order to determine a designated benchmark; or

(h) monitoring and conducting surveillance of any information or expressions of opinion provided for the purpose of determining a designated benchmark,

but does not include providing information in relation to a designated benchmark or any act that is necessary or incidental to providing such information;

“administering a financial benchmark” means —

(a) controlling the development of the definition of a financial benchmark for the purpose of determining a financial benchmark;

(b) controlling the development of the methodology of determining a financial benchmark;

(c) controlling the review of the definition of a financial benchmark for the purpose of determining a financial benchmark;

(d) controlling the review of the methodology of determining a financial benchmark;

(e) managing any arrangements, processes or mechanisms for the purpose of determining a financial benchmark;

(f) collecting, analysing or processing any information or expression of opinion for the purpose of determining a financial benchmark;

(g) applying a formula or other methods of calculation to information or expressions of opinion in order to determine a financial benchmark; or

(h) monitoring and conducting surveillance of any information or expressions of opinion provided for the purpose of determining a financial benchmark,

but does not include providing information in relation to a financial benchmark or any act that is necessary or incidental to providing such information;

“advising on corporate finance” has the meaning given 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 1966;

“appointed representative”, in respect of a type of regulated activity, has the meaning given by 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 9(1)(a) 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 2004 and, in Division 1 of Part 13, when used in relation to an entity not being a company, includes —

(a) 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) —

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

(ii) under the laws of the place of his or her practice, if the auditing standards that are or will be applied to the financial statements of the entity are —

(A) auditing standards commonly applied in that place; or

(B) international auditing standards (by whatever name called); or

(b) such other person as the Authority may approve in any particular case to be an auditor for such entity;

“authorised benchmark administrator” means a corporation that is authorised by the Authority under section 123F(1) as an authorised benchmark administrator;

“authorised benchmark submitter” means a corporation that is authorised by the Authority under section 123ZE(1) as an authorised benchmark submitter;

“Authority” means the Monetary Authority of Singapore established under the Monetary Authority of Singapore Act 1970;

“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, an approved 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 —

(a) the approved holding company, approved 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

(b) 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, approved 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 an approved exchange or a recognised market operator (which is an overseas exchange);

“business trust” has the meaning given by section 2 of the Business Trusts Act 2004;

“capital markets products” means any securities, units in a collective investment scheme, derivatives contracts, spot foreign exchange contracts 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;

“chairperson” means a chairperson 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, the holder of a capital markets services licence, an authorised benchmark administrator, an authorised benchmark submitter, a designated benchmark submitter or any other corporation (called in this definition a relevant person) means any person, by whatever name called, who is —

(a) in the direct employment of, or acting for or by arrangement with, the relevant person; and

(b) principally responsible for the management and conduct of the business of the relevant person in Singapore;

“clearing facility” has the meaning given in Part 2 of the First Schedule;

“clearing or settlement” has the meaning given in Part 2 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 —

(a) an arrangement mentioned in paragraph (a) of that definition —

(i) which is a trust;

(ii) which invests primarily in real estate and real estate‑related assets specified by the Authority in the Code on Collective Investment Schemes; and

(iii) all or any units of which are listed for quotation on an approved exchange;

(aa) an arrangement mentioned in paragraph (a) of that definition which —

(i) has all of the following characteristics:

(A) the arrangement is constituted in the form of an entity, a sub‑fund or as a trust on or after 1 July 2013;

(B) under the investment policy of the arrangement, investments are made for the purpose of giving participants in the arrangement the benefit of the results of the investments of the arrangement;

(C) the arrangement does not carry on any business other than investment business and does not carry on any activity other than any activity that is solely incidental to the investment business; and

(ii) has at least one of the following characteristics:

(A) the investment policy of the arrangement is clearly set out in a document that is provided to each participant in the arrangement before, or at the time, the participant first invests in the arrangement;

(B) the entity, sub‑fund or trust of which the arrangement is constituted is contractually bound to every participant in the arrangement to comply with the investment policy of the arrangement, as may be amended from time to time;

(C) the investment policy of the arrangement sets out the types of property which the arrangement is authorised to invest in, and the investment guidelines or restrictions that apply to the arrangement; or

(b) 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 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 —

(a) an arrangement in respect of any property —

(i) under which the participants do not have day‑to‑day control over the management of the property, whether or not the participants have the right to be consulted or to give directions in respect of such management;

(ii) under which either or both of the following characteristics are present:

(A) the property is managed as a whole by or on behalf of a manager;

(B) the contributions of the participants, and the profits or income out of which payments are to be made to the participants, are pooled; and

(iii) under which either or both of the following characteristics are present:

(A) the effect of the arrangement 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) —

(AA) to participate in or receive profits, income, or other payments or returns arising from the acquisition, holding, management, disposal, exercise, redemption or expiry of, any right, interest, title or benefit in the property or any part of the property; or

(AB) to receive sums paid out of such profits, income, or other payments or returns;

(B) the purpose, purported purpose or purported effect of the arrangement 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) —

(BA) to participate in or receive profits, income, or other payments or returns arising from the acquisition, holding, management, disposal, exercise, redemption or expiry of, any right, interest, title or benefit in the property or any part of the property; or

(BB) to receive sums paid out of such profits, income, or other payments or returns,

whether or not —

(BC) the arrangement provides for the participants to receive any benefit other than those set out in sub‑paragraph (BA) or (BB) in the event that the purpose, purported purpose or purported effect is not realised; or

(BD) the purpose, purported purpose or purported effect is realised; or

(b) 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 in the Gazette,

but does not include —

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

(d) 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;

(e) an arrangement under which each of the participants is a related corporation of the manager;

(f) an arrangement made by or on behalf of an entity solely for the benefit of persons, each of whom is —

(i) 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

(ii) a spouse, widow or widower, or a child, adopted child or stepchild below 18 years of age, of such director or equivalent person, former director or equivalent person, employee or former employee;

(g) an arrangement made by or on behalf of 2 or more entities solely for the benefit of persons, each of whom is —

(i) 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 corporation, a related corporation of the entity which is a corporation; or

(ii) a spouse, widow or widower, or a child, adopted child or stepchild below 18 years of age, of such director or equivalent person, former director or equivalent person, employee or former employee;

(h) a franchise;

(i) an arrangement under which money received by an advocate and solicitor from his or her client, whether as a stakeholder or otherwise, acting in his or her professional capacity in the ordinary course of his or her practice, or under which money is received by a statutory body as a stakeholder in the carrying out of its statutory functions;

(j) an arrangement made by any co‑operative society registered under the Co‑operative Societies Act 1979 in accordance with the objects thereof solely for the benefit of its members;

(k) an arrangement made for the purposes of any chit fund permitted to operate under the Chit Funds Act 1971;

(l) an arrangement arising out of a life policy within the meaning of the Insurance Act 1966;

(m) a closed‑end fund constituted either as an entity, a sub‑fund or a trust;

(n) an arrangement under which the whole amount of each participant’s contribution is a deposit as defined in section 4B of the Banking Act 1970;

(o) an arrangement of which —

(i) the predominant purpose is to enable the participants to share in the use or enjoyment of the property or to make its use or enjoyment available gratuitously to others; and

(ii) the property does not consist of any of the following:

(A) any currency of any country or territory;

(B) any capital markets products;

(C) any policy as defined in the First Schedule to the Insurance Act 1966;

(D) any deposit as defined in section 4B of the Banking Act 1970;

(E) any credit facilities as defined in section 2(1) of the Banking Act 1970;

(p) 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 in the Gazette;

“commodity” means —

(a) any produce, item, goods or article;

(b) any index, right or interest in any produce, item, goods or article; or

(c) any index, right, interest, tangible property or intangible property of any nature that is, or belongs to a class of indices, rights, interests, tangible properties or intangible properties that is, prescribed for the purposes of this definition,

but does not include —

(d) any produce, item, goods or article that is, or that belongs to a class of produce, items, goods or articles that is, prescribed not to be a commodity for the purposes of this definition; or

(e) any index, right or interest in any produce, item, goods or article that is, or that belongs to a class of indices, rights or interests that is, prescribed not to be a commodity for the purposes of this definition;

“company” has the meaning given by section 4(1) of the Companies Act 1967;

“connected person”, in relation to —

(a) an individual, means —

(i) the individual’s spouse, son, adopted son, stepson, daughter, adopted daughter, stepdaughter, father, stepfather, mother, stepmother, brother, stepbrother, sister or stepsister; and

(ii) 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

(b) a firm, a limited liability partnership or a corporation, means another firm, limited liability partnership or corporation in which the firstmentioned 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 is to be construed accordingly;

“corporation” has the meaning given by section 4(1) of the Companies Act 1967;

“custodian”, in relation to a collective investment scheme constituted as a VCC or sub‑fund, means an entity to which the assets of the scheme are entrusted for safekeeping;

“customer” means —

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

(i) for the purposes of Parts 4, 6, 7 and 15, a person on whose behalf the holder carries on or will carry on any regulated activity; or

(ii) for the purposes of Part 5 —

(A) a person on whose behalf the holder carries on or will carry on any regulated activity; or

(B) any other person with whom the holder, as principal, enters or will enter into transactions for the sale or purchase of capital markets products,

but does not include such person or class of persons as may be prescribed for the purposes of this sub‑paragraph; or

(b) for the purposes of Part 3 and the definition of “user”, a person on whose behalf a member of an approved exchange, an approved clearing house, a recognised clearing house or a recognised market operator (as the case may be) carries on any activity regulated under this Act, but does not include —

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

(ii) any officer, director, employee or representative of the member; or

(iii) 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 capital markets products” has the meaning given in the Second Schedule;

“debenture” includes —

(a) any debenture stock, bond, note and any other debt securities issued by or proposed to be issued by a corporation or any other entity, whether constituting a charge or not, on the assets of the issuer;

(b) any debenture stock, bond, note and any other debt securities issued by or proposed to be issued by a trustee‑manager of a business trust in its capacity as trustee‑manager of the business trust, or a trustee of a real estate investment trust in its capacity as trustee of the real estate investment trust, whether constituting a charge or not, on the assets of the business trust or real estate investment trust; or

(c) such other product or class of products as the Authority may prescribe,

but does not include —

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

(e) for the purposes of the application of this definition to a provision of this Act in respect of which any regulations made under that provision 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;

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

“derivative”, in relation to a unit in a business trust, has the meaning given by section 2 of the Business Trusts Act 2004;

“derivatives contract” means —

(a) any contract or arrangement under which —

(i) a party to the contract or arrangement is required to, or may be required to, discharge all or any of its obligations under the contract or arrangement at some future time; and

(ii) the value of the contract or arrangement is determined (whether directly or indirectly, or whether wholly or in part) by reference to, is derived from, or varies by reference to, either of the following:

(A) the value or amount of one or more underlying things;

(B) fluctuations in the values or amounts of one or more underlying things; or

(b) any contract or arrangement that is, or that belongs to a class of contracts or arrangements that is, prescribed to be a derivatives contract,

but does not include —

(c) securities;

(d) any unit in a collective investment scheme;

(e) a spot contract;

(f) a deposit as defined in section 4B of the Banking Act 1970, where the deposit is accepted by a bank or merchant bank licensed under that Act;

(g) a deposit as defined in section 2 of the Finance Companies Act 1967, where the deposit is accepted by a finance company as defined in that section of that Act;

(h) any contract of insurance in relation to any class of insurance business specified in section 3(1) of the Insurance Act 1966; or

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

“designated benchmark” means a financial benchmark that is designated by the Authority under section 123B to be a designated benchmark;

“designated benchmark submitter” means a corporation that is designated by the Authority under section 123ZI(1) to be a designated benchmark submitter;

“director” has the meaning given by section 4(1) of the Companies Act 1967;

“entity” includes a corporation, an unincorporated association, a partnership and the government of any state, but does not include a trust;

“exchange‑traded derivatives contract” means a derivatives contract —

(a) that is executed on an organised market and is or will be cleared or settled by a clearing facility under an arrangement, process, mechanism or service by which the parties to the derivatives contract substitute or will substitute, through novation or otherwise, the credit of the clearing facility for the credit of the parties to the derivatives contract; and

(b) the contractual terms (other than price) of which —

(i) are in the same form as the contractual terms of other derivatives contracts of the same type that are executed on the organised market on which the derivatives contract is executed; and

(ii) conform to a standard that is provided under the business rules or practices of the organised market on which the derivatives contract is executed,

but does not include —

(c) any contract under which every contractual term can be negotiated; or

(d) any derivatives contract that is, or that belongs to a class of derivatives contracts that is, prescribed not to be an exchange‑traded derivatives contract;

“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, an authorised benchmark administrator, an authorised benchmark submitter, a designated benchmark submitter or any other corporation (called in this definition a relevant person), means any person, by whatever name called, who is —

(a) in the direct employment of, or acting for or by arrangement with, the relevant person; and

(b) concerned with or takes part in the management of the relevant person on a day‑to‑day basis;

“exempt benchmark administrator” means a person who is exempted under section 123K(1) from the requirement to be an authorised benchmark administrator;

“exempt benchmark submitter” means a person who is exempted under section 123ZH(1) from the requirement to be an authorised benchmark submitter;

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

“financial benchmark” means —

(a) any price, rate, index or value that is —

(i) determined periodically by the application (whether direct or indirect) of a formula or any other method of calculation to information or expressions of opinion concerning transactions in, or the state of, the market in respect of one or more underlying things;

(ii) made available to the public (whether free of charge or for payment); and

(iii) used for reference —

(A) to determine the interest payable or other sums due on deposits or credit facilities;

(B) to determine the price or value of any investment product as defined in section 2(1) of the Financial Advisers Act 2001; or

(C) to measure the performance of any product offered by a person who is, or who belongs to a class of persons which is, prescribed by regulations made under section 341; or

(b) such other price, rate, index or value as may be prescribed by regulations made under section 341 as a financial benchmark,

but does not include —

(c) a price, rate, index or value determined by, or on behalf of, the Government or a statutory body established under any Act, unless that price, rate, index or value is prescribed as a financial benchmark;

(d) a price, rate, index or value determined by a person which is intended to be for the person’s exclusive use in transactions or agreements entered into, or to be entered into, by the person, unless that price, rate, index or value is prescribed as a financial benchmark;

(e) the price of a capital markets product; or

(f) such other price, rate, index or value as may be prescribed by regulations made under section 341 as not being a financial benchmark;

“financial instrument” includes any currency, currency index, interest rate, interest rate instrument, interest rate index, securities, securities 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 meaning given by section 4(1) of the Companies Act 1967;

“firm” has the meaning given by section 2(1) of the Business Names Registration Act 2014;

“foreign company” has the meaning given by section 4(1) of the Companies Act 1967;

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

(a) a party (called in this definition the franchisor) to the agreement or arrangement authorises or permits another party (called in this definition 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;

(b) 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 person associated with the franchisor;

(c) 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;

(d) 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

(e) 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;

“FSMA prohibition order” means a prohibition order made under section 7(1) of the Financial Services and Markets Act 2022;

[Act 18 of 2022 wef 31/07/2024]

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

“futures contract” means —

(a) an exchange‑traded derivatives contract under which —

(i) one party agrees to transfer title to an underlying thing, or a specified quantity of an underlying thing, to another party at a specified future time and at a specified price payable at that future time; or

(ii) the parties will discharge their obligations under the contract by settling the difference between the value of a specified quantity of an underlying thing agreed at the time of the making of the contract and at a specified future time; or

(b) an exchange‑traded derivatives contract which is an option on an exchange‑traded derivatives contract mentioned in paragraph (a);

“holding company” has the meaning given by section 5(4) of the Companies Act 1967;

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

“licensed foreign trade repository” means a corporation that has in force a foreign trade repository licence granted by the Authority under section 46E(2);

“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 meaning given by section 2(1) of the Limited Liability Partnerships Act 2005;

“listing rules”, in relation to a corporation that establishes or operates, or proposes to establish or operate, an organised market of an approved exchange or a recognised market operator, or an overseas exchange that establishes or operates or proposes to establish or operate an organised market of a recognised market operator, means rules governing or relating to —

(a) the admission to the official list of the corporation or overseas exchange, of corporations, governments, bodies unincorporate or other persons for the purpose of the quotation on the organised market of the corporation or overseas exchange of securities, securities‑based derivatives contracts or units in a collective investment scheme 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

(b) the activities or conduct of corporations, governments, bodies unincorporate and other persons who are admitted to that list,

whether those rules are made —

(c) by the corporation or overseas exchange, or are contained in any of the constituent documents of the corporation or overseas exchange; or

(d) by another person and adopted by the corporation or overseas exchange;

“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;

“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 the person 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 meaning given by section 2 of the Newspaper and Printing Presses Act 1974;

“office copy” has the meaning given by section 4(1) of the Companies Act 1967;

“officer” has the meaning given by section 4(1) of the Companies Act 1967;

“organised market” has the meaning given in the First Schedule;

“overseas exchange” means a person operating an organised market outside Singapore that is regulated by a financial services regulatory authority of a country or territory other than Singapore;

“participant” means —

(a) for the purposes of Part 2, a person who may participate in one or more of the services provided by an approved exchange or a recognised market operator, in its capacity as an approved exchange or a recognised market operator, as the case may be;

(aa) for the purposes of Part 2A, a person who may participate in one or more of the services provided by a licensed trade repository or licensed foreign trade repository, in its capacity as a licensed trade repository or licensed foreign trade repository, as the case may be;

(b) for the purposes of Part 3, 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

(c) 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 given by section 2(1) of the Limited Liability Partnerships Act 2005;

“prescribed written law” means —

(a) for the purpose of Division 3 of Part 9 — this Act or any of the following Acts, and any subsidiary legislation made under this Act or those Acts:

(i) Banking Act 1970;

(ii) Credit Bureau Act 2016;

(iii) Deposit Insurance and Policy Owners’ Protection Schemes Act 2011;

(iv) Finance Companies Act 1967;

(v) Financial Advisers Act 2001;

(vi) Financial Holding Companies Act 2013;

(vii) Financial Services and Markets Act 2022;

(viii) Insurance Act 1966;

(ix) Monetary Authority of Singapore Act 1970;

(x) Payment Services Act 2019;

(xi) Trust Companies Act 2005;

(xii) such other written law as the Authority may prescribe by regulations made under section 341; and

(b) for the purpose of any other provision — this Act or any of the following Acts, and any subsidiary legislation made thereunder:

(i) Banking Act 1970;

(ii) Finance Companies Act 1967;

(iii) Financial Advisers Act 2001;

(iv) Financial Services and Markets Act 2022;

(v) Insurance Act 1966;

(vi) Monetary Authority of Singapore Act 1970;

(vii) Payment Services Act 2019;

(viii) such other written law as the Authority may prescribe by regulations made under section 341;

[Act 12 of 2024 wef 24/01/2025]

“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;

“product financing” has the meaning given in the Second Schedule;

“providing credit rating services” has the meaning given in the Second Schedule;

“providing custodial services” has the meaning given in the Second Schedule;

“providing information in relation to a designated benchmark” means providing any information or expression of opinion —

(a) to, or for the purpose of passing the information or expression of opinion on to, a person (A) administering a designated benchmark; and

(b) that enables A to determine that designated benchmark;

“providing information in relation to a financial benchmark” means providing any information or expression of opinion —

(a) to, or for the purpose of passing the information or expression of opinion on to, a person (A) administering a financial benchmark; and

(b) that enables A to determine that financial benchmark;

“provisional representative”, in respect of a type of regulated activity, has the meaning given to that expression by section 99E, and “provisional representative” means a provisional representative in respect of any type of regulated activity;

“public company” has the meaning given by section 4(1) of the Companies Act 1967;

“public register of representatives” means the register of that name under section 99C(3);

“quote” means to display or provide, on an organised market of an approved exchange or a recognised market operator, information concerning the particular prices or particular consideration at which offers or invitations to sell, purchase or exchange securities, securities‑based derivatives contracts or units in a collective investment scheme are made on that organised 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 securities, securities‑based derivatives contracts or units in a collective investment scheme;

“real estate investment trust”, except in Division 3 of Part 7, means a collective investment scheme —

(a) that is authorised under section 286 or recognised under section 287;

(b) that is a trust;

(c) that invests primarily in real estate and real estate‑related assets specified by the Authority in the Code on Collective Investment Schemes; and

(d) all or any units of which are listed for quotation on an approved exchange;

“real estate investment trust management” has the meaning given in the Second Schedule;

“recognised business trust” means a business trust that is recognised by the Authority under section 239D(1);

“recognised clearing house” means 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 9(1)(b) or (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 meaning given by section 2 of the Business Trusts Act 2004;

“regulated activity” means an activity specified in the Second Schedule;

“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 were carried on in Singapore, would be regulated or authorised by the Authority;

[Act 12 of 2024 wef 30/08/2024]

“regulatory authority”, in relation to a foreign country or jurisdiction, means an authority of the foreign country or jurisdiction exercising any function that corresponds to a regulatory function of the Authority under this Act, the Monetary Authority of Singapore Act 1970 or any of the written laws set out in the Schedule to that Act;

[Act 12 of 2024 wef 30/08/2024]

“related Acts prohibition order” means —

(a) a prohibition order made under section 68(1) of the Financial Advisers Act 2001 as in force immediately before the date of commencement of section 200(1)(b) and (2) to (7) of the Financial Services and Markets Act 2022;

(b) a prohibition order made under section 68(1) of the Financial Advisers Act 2001 as in force immediately before the date of commencement of section 200(1)(b) and (2) to (7) of the Financial Services and Markets Act 2022, and as continued by section 217(2) of the Financial Services and Markets Act 2022;

(c) an order made under section 74(1) of the Insurance Act 1966 as in force immediately before the date of commencement of section 204(1) to (4) of the Financial Services and Markets Act 2022; or

(d) an order made under section 74(1) of the Insurance Act 1966 as in force immediately before the date of commencement of section 204(1) to (4) of the Financial Services and Markets Act 2022, and as continued by section 218(2) of the Financial Services and Markets Act 2022;

[Act 18 of 2022 wef 31/07/2024]

“related corporation” has the meaning given by section 4(1) of the Companies Act 1967;

“representative”  —

(a) in relation to a person (A) who carries on business in any regulated activity, except for the purposes of Part 13 and except as otherwise provided for in paragraphs (b) and (c) —

(i) means a person (B), by whatever name called, in the direct employment of, or acting for, or by arrangement with A, who carries out for A any regulated activity (other than work ordinarily performed by accountants, clerks or cashiers), whether or not B is remunerated, and whether B’s remuneration (if any) is by way of salary, wages, commission or otherwise; and

(ii) includes, where A is a corporation, any officer of A who performs for A any regulated activity, whether or not the officer is remunerated, and whether the officer’s remuneration (if any) is by way of salary, wages, commission or otherwise;

(b) in relation to a person (C) that is an authorised benchmark administrator or an exempt benchmark administrator —

(i) means a person (D), by whatever name called, in the direct employment of, or acting for, or by arrangement with C, who carries out the activity of administering a designated benchmark (other than work ordinarily performed by accountants, clerks or cashiers), whether or not D is remunerated, and whether D’s remuneration (if any) is by way of salary, wages, commission or otherwise; and

(ii) includes, where C is a corporation, any officer of C who performs for C the activity of administering a designated benchmark, whether or not the officer is remunerated, and whether the officer’s remuneration (if any) is by way of salary, wages, commission or otherwise; and

(c) in relation to a person (E) that is an authorised benchmark submitter, an exempt benchmark submitter or a designated benchmark submitter —

(i) means a person (F), by whatever name called, in the direct employment of, or acting for, or by arrangement with E, who carries out the activity of providing information in relation to a designated benchmark (other than work ordinarily performed by accountants, clerks or cashiers), whether or not F is remunerated, and whether F’s remuneration (if any) is by way of salary, wages, commission or otherwise; and

(ii) includes, where E is a corporation, any officer of E who performs for E the activity of providing information in relation to a designated benchmark, whether or not the officer is remunerated, and whether the officer’s remuneration (if any) is by way of salary, wages, commission or otherwise;

“responsible person”, in relation to a collective investment scheme, means —

(a) in the case of a scheme that is constituted as a VCC or a sub‑fund — the VCC;

(b) in the case of a scheme that is constituted as a corporation other than a VCC — the corporation; or

(c) in the case of any other scheme — the manager for the scheme;

“section 101A prohibition order” means —

(a) a prohibition order made under section 101A as in force immediately before the date of commencement of section 209(1)(a), (c) and (d), (4) to (14), (17) and (18) of the Financial Services and Markets Act 2022; or

(b) a prohibition order made under section 101A as in force immediately before the date of commencement of section 209(1)(a), (c) and (d), (4) to (14), (17) and (18) of the Financial Services and Markets Act 2022, and as continued by section 220(3) of the Financial Services and Markets Act 2022;

[Act 18 of 2022 wef 31/07/2024]

“section 123ZZC prohibition order” means —

(a) a prohibition order made under section 123ZZC as in force immediately before the date of commencement of section 209(1)(a), (c) and (d), (4) to (14), (17) and (18) of the Financial Services and Markets Act 2022; or

(b) a prohibition order made under section 123ZZC(1) as in force immediately before the date of commencement of section 209(1)(a), (c) and (d), (4) to (14), (17) and (18) of the Financial Services and Markets Act 2022, and as continued by section 220(5) of the Financial Services and Markets Act 2022;

[Act 18 of 2022 wef 31/07/2024]

“securities” means —

(a) shares, units in a business trust or any instrument conferring or representing a legal or beneficial ownership interest in a corporation, partnership or limited liability partnership;

(b) debentures; or

(c) any other product or class of products as may be prescribed,

but does not include —

(d) any unit of a collective investment scheme;

(e) any bill of exchange;

(f) any certificate of deposit issued by a bank or finance company, whether situated in Singapore or elsewhere; or

(g) such other product or class of products as may be prescribed;

“securities‑based derivatives contract” means any derivatives contract of which the underlying thing or any of the underlying things is a security or a securities index, but does not include any derivatives contract that is, or that belongs to a class of derivatives contracts that is, prescribed by regulations made under section 341;

“Securities Industry Council” means the Securities Industry Council referred to in section 138;

“share” has the meaning given by section 4(1) of the Companies Act 1967;

“specified products” means securities, specified securities‑based derivatives contracts or units in a collective investment scheme;

“specified securities‑based derivatives contract” means a securities‑based derivatives contract that is not a futures contract;

“spot contract” means a contract or an arrangement for the sale or purchase of any underlying thing at the spot price, where it is intended for a party to the contract or arrangement to take delivery of the underlying thing immediately or within a period which must not be longer than the period determined by the market convention for delivery of the underlying thing;

“spot foreign exchange contract” has the meaning given in the Second Schedule;

“sub‑fund” has the meaning given by section 2(1) of the Variable Capital Companies Act 2018;

“subsidiary” has the meaning given by section 5 of the Companies Act 1967;

“substantial unitholder”  —

(a) 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

(b) 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 unit, or those units, being not less than 5% of the total votes attached to all the voting units in the business trust;

“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 —

(a) an offer for the acquisition by or on behalf of a person of —

(i) in the case of a public company, or of a corporation all or any of the shares of which are listed for quotation on an approved exchange —

(A) 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

(B) 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;

(ii) 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 an approved exchange —

(A) 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

(B) 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

(iii) in the case of a collective investment scheme constituted as a unit trust and authorised under section 286, 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 in which are listed for quotation on an approved exchange —

(A) 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

(B) 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

(b) a proposed compromise or arrangement which —

(i) in the case of a public company, is referred to in section 210 of the Companies Act 1967; or

(ii) in the case of a corporation all or any of the shares of which are listed for quotation on an approved 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 by section 99F, and “temporary representative” means a temporary representative in respect of any type of regulated activity;

“transaction information” means information relating to —

(a) offers or invitations to enter into, purchase, sell, or exchange capital markets products;

(b) executed transactions in capital markets products;

(c) transactions cleared or settled by an approved clearing house or a recognised clearing house; or

(d) transactions reported to a licensed trade repository or licensed foreign trade repository;

“treasury share”  —

(a) in relation to a company, has the meaning given by section 4(1) of the Companies Act 1967; and

(b) in relation to a corporation (other than a company), means any share equivalent to a treasury share in a company;

“trustee‑manager”  —

(a) in relation to a registered business trust, has the meaning given by section 2 of the Business Trusts Act 2004;

(b) in relation to a business trust for which an application for registration has been made under section 4(1) of the Business Trusts Act 2004, means the company proposed to be named as the trustee‑manager in the application made under that section;

(c) 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

(d) in relation to a business trust for which an application for recognition has been made under section 239D(1), means the entity proposed to be managing and operating the trust, by whatever name called and whether incorporated or not;

“underlying thing” means —

(a) in relation to a derivatives contract or a spot contract —

(i) a unit in a collective investment scheme;

(ii) a commodity;

(iii) a financial instrument;

(iv) the credit of any person; or

(v) an 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 regulations made under section 341 to be an underlying thing in relation to a derivatives contract or a spot contract,

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 regulations made under section 341 not to be an underlying thing in relation to a derivatives contract or a spot contract; and

(b) in relation to a financial benchmark —

(i) an investment product as defined in section 2(1) of the Financial Advisers Act 2001;

(ii) a commodity;

(iii) a financial instrument;

(iv) any intangible property or class of intangible properties; or

(v) any arrangement, event or transaction that is, or that belongs to a class of arrangements, events or transactions that is, prescribed by regulations made under section 341 to be an underlying thing in relation to a financial benchmark,

but does not include any arrangement, event, intangible property or transaction that is, or that belongs to a class of arrangements, events, intangible properties or transactions that is, prescribed by regulations made under section 341 not to be an underlying thing in relation to a financial benchmark;

“unit”  —

(a) 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

(b) in relation to a business trust, has the meaning given by section 2 of the Business Trusts Act 2004;

“unitholder”  —

(a) in relation to a collective investment scheme, means a participant of the scheme; and

(b) in relation to a business trust, means a person who holds a unit in the business trust;

“user” means —

(a) in relation to an approved exchange, a recognised market operator, an approved clearing house or a recognised clearing house, a person who is —

(i) a member of the approved exchange, recognised market operator, approved clearing house or recognised clearing house, as the case may be; or

(ii) a customer of a member of the approved exchange, recognised market operator, approved clearing house or recognised clearing house, as the case may be; or

(b) in relation to a licensed trade repository or a licensed foreign trade repository, a person who is —

(i) a participant of the licensed trade repository or licensed foreign trade repository; or

(ii) 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) a named user; or

(b) a group of users, from which the name of a user can be directly inferred;

“VCC” means a VCC or variable capital company as defined in section 2(1) of the Variable Capital Companies Act 2018;

“voting share” has the meaning given by section 4(1) of the Companies Act 1967;

“voting unit”  —

(a) in relation to a business trust, means an issued unit in the business trust, other than —

(i) a unit to which in no circumstances is there attached a right to vote; or

(ii) a unit to which there is attached a right to vote only in one or more of the following circumstances:

(A) during a period in which a distribution (or part of a distribution) in respect of the unit is in arrears;

(B) upon a proposal to reduce the unitholders’ equity of the business trust;

(C) upon a proposal that affects rights attached to the unit;

(D) upon a proposal to wind up the business trust;

(E) upon a proposal for the disposal of the whole of the property, business and undertakings of the business trust;

(F) during the winding up of the business trust; and

(b) in relation to a collective investment scheme, means an issued unit in the scheme, other than —

(i) a unit to which in no circumstances is there attached a right to vote; or

(ii) a unit to which there is attached a right to vote only in one or more of the following circumstances:

(A) during a period in which a distribution (or part of a distribution) in respect of the unit is in arrears;

(B) upon a proposal to reduce the participants’ funds of the scheme;

(C) upon a proposal that affects rights attached to the unit;

(D) upon a proposal to wind up the scheme;

(E) upon a proposal for the disposal of the whole of the property, business and undertakings of the scheme;

(F) during the winding up of the scheme.

[2/2009; 34/2012; 29/2014; 4/2017; 44/2018; 2/2019; 1/2020; S 376/2008; S 20/2012]

(2)  Any reference in this Act to the affairs of a corporation, unless the contrary intention appears, is to be construed as including a reference to —

(a) 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;

(b) in the case of a corporation (not being a trustee corporation) that is a trustee (but without limiting 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;

(c) the internal management and proceeding of the corporation;

(d) 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 —

(i) a receiver, or a receiver and manager, is in possession of, or has control over, property of the corporation;

(ii) the corporation is under judicial management;

(iii) a compromise or an arrangement referred to in section 210 of the Companies Act 1967 or section 71 of the Insolvency, Restructuring and Dissolution Act 2018 made between the corporation and another person or other persons is being administered; or

(iv) the corporation is being wound up,

and without limiting 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 provisional liquidator of the corporation;

(e) 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;

(f) 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;

(g) 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;

(h) 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;

(i) 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

(j) 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).

[40/2018]

(3)  Where the name of a corporation referred to in this Act is changed pursuant to the Companies Act 1967, the change of name does 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 —

(a) the person has an interest or interests in one or more voting shares (excluding treasury shares) in the corporation; and

(b) 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.

[2/2009]

(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 —

(a) the person has an interest or interests in one or more voting shares (excluding treasury shares) in one of those classes; and

(b) 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.

[2/2009]

(6)  For the purposes of this Act, a person who has a substantial shareholding in a corporation is a substantial shareholder in that corporation.

[2/2009]

Associated person

3.—(1)  Unless the context otherwise requires, any reference in this Act to a person associated with another person is a reference to —

(a) where the other person is a corporation —

(i) a director or secretary of the corporation;

(ii) a related corporation; or

(iii) a director or secretary of such a related corporation;

(b) 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 —

(i) 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;

(ii) with a view to controlling or influencing the composition of the board of directors, or the conduct of affairs, of the corporation; or

(iii) 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;

(c) 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;

(d) 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 —

(i) subject to subsection (2), a person who is a director of a corporation of which the other person is a director; or

(ii) 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;

(e) 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;

(f) 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

(g) 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.

(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, the firstmentioned person is not considered to be so associated in relation to a matter to which the proceedings relate unless the person alleging the association proves that the firstmentioned person at that time knew or ought reasonably to have known the material particulars of that matter.

(3)  A person (A) is not 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:

(a) that one of those persons (B) provides advice to, or acts on behalf of, A in the proper performance of the functions attaching to B’s professional capacity or to B’s business relationship with A;

(b) that one of those persons, a customer, gives specific instructions to A, whose ordinary business includes dealing in capital markets products, to acquire shares on the customer’s behalf in the ordinary course of that business;

(c) that one of those persons has sent, or proposes to send, to A 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 A;

(d) that one of those persons has appointed A, otherwise than for valuable consideration given by A or by an associate of A, to vote as a proxy or representative at a meeting of members, or of a class of members, of a corporation.

[4/2017]

Interest in securities, securities‑based derivatives contracts or units in collective investment scheme

4.—(1)  Subject to this section, a person has an interest in securities, securities‑based derivatives contracts or units in a collective investment scheme, if the person has authority (whether formal or informal, or express or implied) to dispose of, or to exercise control over the disposal of, those securities, securities‑based derivatives contracts or units in a collective investment scheme, as the case may be.

[4/2017]

(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, securities‑based derivatives contracts or units in a collective investment scheme (as the case may be) is, or is capable of being made, subject to restraint or restriction.

[4/2017]

(3)  Where any property held in trust consists of or includes securities, securities‑based derivatives contracts or units in a collective investment scheme, and a person knows, or has reasonable grounds for believing, that the person has an interest under the trust, the person is treated as having an interest in those securities, securities‑based derivatives contracts or units in a collective investment scheme, as the case may be.

[4/2017]

(4)  A person is treated as having an interest in a security, securities‑based derivatives contract or unit in a collective investment scheme if a corporation has, or is by the provisions of this section treated as having, an interest in that security, securities‑based derivatives contract or unit in a collective investment scheme (as the case may be) and —

(a) the corporation is, or its directors are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the person; or

(b) the person has a controlling interest in the corporation.

[4/2017]

[Act 12 of 2024 wef 30/08/2024]

(5)  A person is treated as having an interest in a security, securities‑based derivatives contract or unit in a collective investment scheme if —

(a) a corporation has, or is by the provisions of this section (apart from this subsection) treated as having, an interest in that security, securities‑based derivatives contract or unit in a collective investment scheme, as the case may be; and

(b) the person, the associates of the person, or the person and the person’s associates are entitled to exercise or control the exercise of not less than 20% of the votes attached to the voting shares in the corporation.

[4/2017]

(6)  For the purposes of subsection (5), a person is an associate of another person if the firstmentioned person is —

(a) a subsidiary of that other person;

(b) 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, securities‑based derivatives contract or unit in a collective investment scheme (as the case may be) referred to in subsection (5); or

(c) 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, securities‑based derivatives contract or unit in a collective investment scheme, as the case may be.

[35/2014; 4/2017]

(7)  A person is treated as having an interest in a security, securities‑based derivatives contract or unit in a collective investment scheme in any one or more of the following circumstances:

(a) where the person has entered into a contract to purchase the security, securities‑based derivatives contract or unit in a collective investment scheme, as the case may be;

(b) where the person has a right, otherwise than by reason of having an interest under a trust, to have the security, securities‑based derivatives contract or unit in a collective investment scheme (as the case may be), transferred to the person or to the person’s order, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not;

(c) where the person has the right to acquire any of the following under an option, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not:

(i) the security, securities‑based derivatives contract or unit in a collective investment scheme, as the case may be;

(ii) an interest in the security, securities‑based derivatives contract or unit in a collective investment scheme, as the case may be;

(d) where the person is entitled, otherwise than by reason of the person 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 any of the following, as the case may be:

(i) the security, not being a security of which the person is a registered holder;

(ii) the securities‑based derivatives contract, not being a contract to which the person is a party;

(iii) the unit in a collective investment scheme, not being a unit of which the person is a registered holder.

[4/2017]

(8)  A person is treated as having an interest in a security, securities‑based derivatives contract or unit in a collective investment scheme if that security, securities‑based derivatives contract or unit in a collective investment scheme (as the case may be) is held jointly by the person with another person.

[4/2017]

(9)  For the purpose of determining whether a person has an interest in a security, securities‑based derivatives contract or unit in a collective investment scheme, it is immaterial that the interest cannot be related to a particular security, securities‑based derivatives contract or unit in a collective investment scheme, as the case may be.

[4/2017]

(10)  The following interests are to be disregarded:

(a) an interest in a security, securities‑based derivatives contract or unit in a collective investment scheme if the interest is that of a person who holds the security, securities‑based derivatives contract or unit in a collective investment scheme (as the case may be) as bare trustee;

(b) an interest in a security, securities‑based derivatives contract or unit in a collective investment scheme if —

(i) the interest is that of a person whose ordinary business includes the lending of money; and

(ii) the person 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;

(c) an interest of a person in a security, securities‑based derivatives contract or unit in a collective investment scheme if that interest is an interest held by the person by reason of the person holding a prescribed office;

(d) an interest of a company in its own securities if that interest is purchased or otherwise acquired in accordance with sections 76B to 76G of the Companies Act 1967;

(e) a prescribed interest in a security, securities‑based derivatives contract or unit in a collective investment scheme being an interest of such person, or of the persons included in such class of persons, as may be prescribed;

(f) for the purposes of Part 7, an interest in a securities‑based derivatives contract the obligations under which are to be discharged by one party to the other at some future time by cash settlement only.

[4/2017]

(11)  An interest in a security, securities‑based derivatives contract or unit in a collective investment scheme is not to be disregarded by reason only of —

(a) its remoteness;

(b) the manner in which it arose; or

(c) the fact that the exercise of a right conferred by the interest is, or is capable of being made subject to restraint or restriction.

[4/2017]

Specific classes of investors

4A.—(1)  Subject to subsection (2), unless the context otherwise requires —

(a) “accredited investor” means —

(i) an individual —

(A) 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;

(B) whose financial assets (net of any related liabilities) exceed in value $1 million (or its equivalent in a foreign currency) or such other amount as the Authority may prescribe in place of the first amount, where “financial asset” means —

(BA) a deposit as defined in section 4B of the Banking Act 1970;

(BB) an investment product as defined in section 2(1) of the Financial Advisers Act 2001; or

(BC) any other asset as may be prescribed by regulations made under section 341; or

(C) whose income in the preceding 12 months is not less than $300,000 (or its equivalent in a foreign currency) or such other amount as the Authority may prescribe in place of the first amount;

(ii) 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 —

(A) the most recent audited balance sheet of the corporation; or

(B) 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 must be within the preceding 12 months;

(iii) the trustee of such trust as the Authority may prescribe, when acting in that capacity; or

(iv) such other person as the Authority may prescribe;

(b) “expert investor” means —

(i) a person whose business involves the acquisition and disposal, or the holding, of capital markets products, whether as principal or agent;

(ii) the trustee of such trust as the Authority may prescribe, when acting in that capacity; or

(iii) such other person as the Authority may prescribe;

(c) “institutional investor” means —

(i) the Government;

(ii) a statutory board as may be prescribed by regulations made under section 341;

(iii) an entity that is wholly and beneficially owned, whether directly or indirectly, by a central government of a country and whose principal activity is —

(A) to manage its own funds;

(B) to manage the funds of the central government of that country (which may include the reserves of that central government and any pension or provident fund of that country); or

(C) to manage the funds (which may include the reserves of that central government and any pension or provident fund of that country) of another entity that is wholly and beneficially owned, whether directly or indirectly, by the central government of that country;

(iv) any entity —

(A) that is wholly and beneficially owned, whether directly or indirectly, by the central government of a country; and

(B) whose funds are managed by an entity mentioned in sub‑paragraph (iii);

(v) a central bank in a jurisdiction other than Singapore;

(vi) a central government in a country other than Singapore;

(vii) an agency (of a central government in a country other than Singapore) that is incorporated or established in a country other than Singapore;

(viii) a multilateral agency, international organisation or supranational agency as may be prescribed by regulations made under section 341;

(ix) a bank that is licensed under the Banking Act 1970;

(x) a merchant bank that is licensed under the Banking Act 1970;

(xi) a finance company that is licensed under the Finance Companies Act 1967;

(xii) a company or co‑operative society that is licensed under the Insurance Act 1966 to carry on insurance business in Singapore;

(xiii) a company licensed under the Trust Companies Act 2005;

(xiv) a holder of a capital markets services licence;

(xv) an approved exchange;

(xvi) a recognised market operator;

(xvii) an approved clearing house;

(xviii) a recognised clearing house;

(xix) a licensed trade repository;

(xx) a licensed foreign trade repository;

(xxi) an approved holding company;

(xxii) a Depository as defined in section 81SF;

(xxiii) an entity or a trust formed or incorporated in a jurisdiction other than Singapore, which is regulated for the carrying on of any financial activity in that jurisdiction by a public authority of that jurisdiction that exercises a function that corresponds to a regulatory function of the Authority under this Act, the Banking Act 1970, the Finance Companies Act 1967, the Financial Services and Markets Act 2022, the Monetary Authority of Singapore Act 1970, the Insurance Act 1966, the Trust Companies Act 2005 or such other Act as may be prescribed by regulations made under section 341;

[Act 18 of 2022 wef 28/04/2023]

(xxiv) a pension fund, or collective investment scheme, whether constituted in Singapore or elsewhere;

(xxv) a person (other than an individual) who carries on the business of dealing in bonds with accredited investors or expert investors;

(xxvi) the trustee of such trust as the Authority may prescribe, when acting in that capacity; or

(xxvii) such other person as the Authority may prescribe.

[4/2017; 1/2020]

(1A)  In determining the value of an individual’s net personal assets for the purposes of subsection (1)(a)(i)(A), the value of the individual’s primary residence —

(a) is to be calculated by deducting any outstanding amounts in respect of any credit facility that is secured by the residence from the estimated fair market value of the residence; and

(b) is taken to be the lower of the following:

(i) the value calculated under paragraph (a);

(ii) $1 million.

[4/2017]

(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 person in respect of whom a transitional approval or transitional licence mentioned in section 66 of the Commodity Trading Act 1992 is in force, to the extent that the activities carried out by the person are regulated under, and authorised by, that section.

[4/2017]

PART 2

ORGANISED MARKETS

Objectives of this Part

5.  The objectives of this Part are —

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

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

(c) to reduce systemic risk.

[4/2017]

Interpretation of this Part

6.  In this Part, unless the context otherwise requires —

“foreign corporation” means a corporation that is formed or incorporated outside Singapore;

“Singapore corporation” means a corporation that is formed or incorporated in Singapore;

[Act 12 of 2024 wef 24/01/2025]

“Singapore recognised market operator” means a recognised market operator that is a Singapore corporation.

[4/2017]

[Act 12 of 2024 wef 24/01/2025]

Division 1 — Establishment of Organised Markets

Requirement for approval or recognition

7.—(1)  A person must not establish or operate an organised market, or hold itself out as operating an organised market, unless the person is —

(a) an approved exchange; or

(b) a recognised market operator.

[4/2017]

(2)  A person must not hold itself out —

(a) as an approved exchange, unless the person is an approved exchange; or

(b) as a recognised market operator, unless the person is a recognised market operator.

[4/2017]

(3)  Except with the written approval of the Authority, a person, other than an approved exchange or a recognised market operator, must not take or use, or have attached to or exhibited at any place —

(a) the title or description “securities exchange”, “stock exchange”, “futures exchange” or “derivatives exchange” in any language; or

(b) any title or description that resembles a title or description referred to in paragraph (a).

[4/2017]

(4)  Any person who contravenes subsection (1) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

(5)  Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 and, in the case of a continuing offence, to a further fine not exceeding $2,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

(6)  Despite section 337(1), the Authority may, by regulations made under section 44, exempt any corporation or class of corporations from subsection (1), subject to such conditions or restrictions as the Authority may prescribe in those regulations.

[4/2017]

(7)  The Authority may, by written notice, exempt any corporation from subsection (1), subject to such conditions or restrictions as the Authority may specify by written notice, if the Authority is satisfied that the exemption will not detract from the objectives specified in section 5.

[4/2017]

(8)  It is not necessary to publish any exemption granted under subsection (7) in the Gazette.

[4/2017]

(9)  The Authority may, at any time, by written notice —

(a) add to the conditions or restrictions mentioned in subsection (7); or

(b) vary or revoke any condition or restriction mentioned in that subsection.

[4/2017]

(10)  Every corporation that is exempted under subsection (6) must satisfy every condition or restriction imposed on it under that subsection.

[4/2017]

(11)  Every corporation that is exempted under subsection (7) must, for the duration of the exemption, satisfy every condition or restriction imposed on it under that subsection and subsection (9).

[4/2017]

(12)  Any corporation which contravenes subsection (10) or (11) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

Application for approval or recognition

8.—(1)  A Singapore corporation may apply to the Authority to be —

(a) approved as an approved exchange; or

(b) recognised as a recognised market operator.

[4/2017]

(2)  A foreign corporation may apply to the Authority to be recognised as a recognised market operator.

[4/2017]

(3)  An application made under subsection (1) or (2) must be —

(a) made in such form and manner as the Authority may specify; and

(b) accompanied by a non‑refundable application fee of an amount prescribed by regulations made under section 44, which must be paid in the manner specified by the Authority.

[4/2017]

(4)  The Authority may require an applicant to provide the Authority with such information or documents as the Authority considers necessary in relation to the application.

[4/2017]

Power of Authority to approve exchanges and recognise market operators

9.—(1)  Where a Singapore corporation makes an application under section 8(1), the Authority may —

(a) in the case of an application to be approved as an approved exchange, approve the Singapore corporation as an approved exchange; or

(b) in the case of an application to be recognised as a recognised market operator, recognise the Singapore corporation as a recognised market operator.

[4/2017]

(2)  Where a foreign corporation makes an application under section 8(2), the Authority may recognise the foreign corporation as a recognised market operator.

[4/2017]

(3)  Despite subsection (1), the Authority may, with the consent of the applicant —

(a) treat an application under section 8(1)(a) as an application under section 8(1)(b) if the Authority is of the opinion that the applicant would be more appropriately regulated as a recognised market operator; or

(b) treat an application under section 8(1)(b) as an application under section 8(1)(a) if the Authority is of the opinion that the applicant would be more appropriately regulated as an approved exchange.

[4/2017]

(4)  The Authority may approve a Singapore corporation as an approved exchange under subsection (1)(a), recognise a Singapore corporation as a recognised market operator under subsection (1)(b), or recognise a foreign corporation as a recognised market operator under subsection (2), subject to such conditions or restrictions of a general or specific nature as the Authority may impose by written notice, including conditions or restrictions relating to —

(a) the activities that the corporation may undertake;

(b) the products that may be traded on any organised market established or operated by the corporation;

(c) the nature of the investors or participants who may use, invest in, or participate in any product traded on any organised market established or operated by the corporation; and

(d) the financial requirements to be imposed on the corporation.

[4/2017]

(5)  The Authority may, at any time, by written notice to the corporation, vary any condition or restriction or impose further conditions or restrictions.

[4/2017]

(6)  An approved exchange or a recognised market operator must, for the duration of the approval or recognition, satisfy every condition or restriction that may be imposed on it under subsections (4) and (5).

[4/2017]

(7)  The Authority must not approve an applicant as an approved exchange, or recognise an applicant as a recognised market operator, unless the applicant meets such requirements, including minimum financial requirements, as the Authority may prescribe by regulations made under section 44, either generally or specifically.

[4/2017]

(8)  The Authority may refuse to approve a Singapore corporation as an approved exchange, or recognise a Singapore corporation or foreign corporation (as the case may be) as a recognised market operator, if —

(a) the corporation has not provided the Authority with such information as the Authority may require, relating to —

(i) the corporation or any person employed by or associated with the corporation for the purposes of the corporation’s business; or

(ii) any circumstances likely to affect the corporation’s manner of conducting business or operations;

(b) any information or document provided by the corporation to the Authority is false or misleading;

(c) the corporation or a substantial shareholder of the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

(d) an enforcement order 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;

[Act 25 of 2021 wef 01/04/2022]

(e) a receiver, a receiver and manager, a judicial manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation or a substantial shareholder of the corporation;

(f) the corporation or a substantial shareholder of the corporation has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with the creditors of the corporation or shareholder (as the case may be) being a compromise or scheme of arrangement that is still in operation;

(g) the corporation, a substantial shareholder of the corporation or any officer of the corporation —

(i) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 8 October 2018, involving fraud or dishonesty or the conviction for which involved a finding that the corporation, shareholder or officer (as the case may be) had acted fraudulently or dishonestly; or

(ii) has been convicted of an offence under this Act committed before, on or after 8 October 2018;

(h) the Authority is not satisfied as to the educational or other qualifications or experience of the officers or employees of the corporation, having regard to the nature of the duties they are to perform in connection with the establishment or operation of any organised market;

(i) the corporation fails to satisfy the Authority that the corporation is a fit and proper person or that all of its officers, employees and substantial shareholders are fit and proper persons;

(j) the Authority has reason to believe that the 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;

(k) the Authority is not satisfied as to —

(i) the financial standing of the corporation or any of its substantial shareholders; or

(ii) the manner in which the business of the corporation is to be conducted;

(l) the Authority is not satisfied as to the record of past performance or expertise of the corporation, having regard to the nature of the business or operations which the corporation may carry on or conduct in connection with the establishment or operation of any organised market;

(m) there are other circumstances that are likely to —

(i) lead to the improper conduct of business or operations by the corporation or any of its officers, employees or substantial shareholders; or

(ii) reflect discredit on the manner of conducting the business or operations of the corporation or any of its substantial shareholders;

(n) in the case of any organised market 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 organised market;

(o) the corporation does not satisfy the criteria prescribed under section 10 to be approved as an approved exchange or recognised as a recognised market operator, as the case may be; or

(p) the Authority is of the opinion that it would be contrary to the interests of the public to approve or recognise the corporation.

[4/2017]

(9)  Subject to subsection (10), the Authority must not refuse to approve a Singapore corporation as an approved exchange, or recognise a Singapore corporation or foreign corporation (as the case may be) as a recognised market operator, under subsection (8), without giving the corporation an opportunity to be heard.

[4/2017]

(10)  The Authority may refuse to approve a Singapore corporation as an approved exchange, or recognise a Singapore corporation or foreign corporation (as the case may be) as a recognised market operator, on any of the following grounds without giving the corporation an opportunity to be heard:

(a) the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

(b) a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation;

(c) the corporation has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 8 October 2018, involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly.

[4/2017]

(11)  The Authority must give notice in the Gazette of any corporation approved as an approved exchange under subsection (1)(a) or recognised as a recognised market operator under subsection (1)(b) or (2), and such notice may include all or any of the conditions and restrictions imposed by the Authority on the corporation under subsections (4) and (5).

[4/2017]

(12)  Any applicant who is aggrieved by a refusal of the Authority to approve the applicant under subsection (1)(a) or a refusal of the Authority to recognise the applicant under subsection (1)(b) or (2) may, within 30 days after the applicant is notified of the refusal, appeal to the Minister whose decision is final.

[4/2017]

(13)  Any approved exchange or recognised market operator which contravenes subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

General criteria to be taken into account by Authority

10.—(1)  The Authority may by regulations made under section 44 prescribe the criteria that the Authority may take into account for the purposes of deciding —

(a) whether a Singapore corporation mentioned in section 8(1) or 12(1) should be approved as an approved exchange or recognised as a recognised market operator;

(b) whether a foreign corporation mentioned in section 8(2) should be recognised as a recognised market operator; and

(c) whether an approved exchange or a recognised market operator that is subject to a review by the Authority under section 12(4) should be approved as an approved exchange or recognised as a recognised market operator.

[4/2017]

(2)  Without affecting section 9 and subsection (1), the Authority may, for the purposes of deciding whether to recognise a foreign corporation as a recognised market operator under section 9(2), have regard, in addition to any requirements prescribed under section 9(7) and any criteria prescribed under subsection (1), to —

(a) whether adequate arrangements exist for cooperation between the Authority and the primary financial services regulatory authority responsible for the supervision of the foreign corporation in the country or territory in which the head office or principal place of business of the foreign corporation is situated; and

(b) whether the foreign corporation is, in the country or territory in which the head office or principal place of business of the foreign corporation is situated, subject to requirements and supervision comparable, in the degree to which the objectives specified in section 5 are achieved, to the requirements and supervision to which approved exchanges and recognised market operators are subject under this Act.

[4/2017]

(3)  In considering whether a foreign corporation has met the requirements mentioned in subsection (2)(b), the Authority may have regard to —

(a) the relevant laws and practices of the country or territory in which the head office or principal place of business of the foreign corporation is situated; and

(b) the rules and practices of the foreign corporation.

[4/2017]

Annual fees payable by approved exchange and recognised market operator

11.—(1)  Every approved exchange and every recognised market operator must pay to the Authority such annual fees as may be prescribed by regulations made under section 44 in such manner as the Authority may specify.

[4/2017]

(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.

[4/2017]

Change in status

12.—(1)  A Singapore corporation that is an approved exchange or a recognised market operator may apply to the Authority to change its status in the manner mentioned in subsection (5).

[4/2017]

(2)  An application under subsection (1) must be —

(a) made in such form and manner as the Authority may specify; and

(b) accompanied by a non‑refundable application fee of an amount prescribed by regulations made under section 44, which must be paid in the manner specified by the Authority.

[4/2017]

(3)  The Authority may require an applicant to provide the Authority with such information or documents as the Authority considers necessary in relation to the application.

[4/2017]

(4)  The Authority may, on its own initiative, review the status of a Singapore corporation that is an approved exchange or a recognised market operator to determine whether the Singapore corporation continues to meet the requirements prescribed under section 9(7) and the criteria prescribed under section 10(1).

[4/2017]

(5)  Where an application is made by a Singapore corporation under subsection (1), or where a review of the status of a Singapore corporation is conducted by the Authority under subsection (4), the Authority may —

(a) if the Singapore corporation is an approved exchange, withdraw the approval as such and recognise the Singapore corporation as a recognised market operator under section 9(1)(b);

(b) if the Singapore corporation is a recognised market operator, withdraw the recognition as such and approve the Singapore corporation as an approved exchange under section 9(1)(a); or

(c) make no change to the status of the Singapore corporation as an approved exchange or a recognised market operator, as the case may be.

[4/2017]

(6)  Where an application is made under subsection (1), the Authority must not exercise its power under subsection (5)(c) without giving the Singapore corporation an opportunity to be heard.

[4/2017]

(7)  Where a review of the status of a Singapore corporation is conducted by the Authority on its own initiative under subsection (4), the Authority must not exercise its powers under subsection (5)(a) or (b) without giving the Singapore corporation an opportunity to be heard.

[4/2017]

(8)  Any Singapore corporation that is aggrieved by a decision of the Authority made in relation to the Singapore corporation after a review under subsection (4) may, within 30 days after the Singapore corporation is notified of the decision, appeal to the Minister whose decision is final.

[4/2017]

Cancellation of approval or recognition

13.—(1)  An approved exchange or a recognised market operator that intends to cease operating its organised market or, where it operates more than one organised market, all of its organised markets, may apply to the Authority to cancel its approval as an approved exchange or recognition as a recognised market operator, as the case may be.

[4/2017]

(2)  An application under subsection (1) must be made in such form and manner, and not later than such time, as the Authority may specify.

[4/2017]

(3)  The Authority may cancel the approval of an approved exchange, or the recognition of a recognised market operator, on the application mentioned in subsection (1) if the Authority is satisfied that —

(a) the approved exchange or recognised market operator mentioned in subsection (1) has ceased operating its organised market or all of its organised markets, as the case may be; and

(b) the cancellation of the approval or recognition (as the case may be) will not detract from the objectives specified in section 5.

[4/2017]

Power of Authority to revoke approval and recognition

14.—(1)  The Authority may revoke any approval of a Singapore corporation as an approved exchange under section 9(1)(a), any recognition of a Singapore corporation as a recognised market operator under section 9(1)(b), or any recognition of a foreign corporation as a recognised market operator under section 9(2), if —

(a) there exists at any time a ground under section 9(7) or (8) on which the Authority may refuse an application;

(b) the corporation does not commence operating its organised market or, where it operates more than one organised market, all of its organised markets, within 12 months starting on the date on which it was approved under section 9(1)(a) or was recognised under section 9(1)(b) or (2), as the case may be;

(c) the corporation ceases to operate its organised market or, where it operates more than one organised market, all of its organised markets;

(d) the corporation contravenes —

(i) any condition or restriction applicable in respect of its approval or recognition, as the case may be;

(ii) any direction issued to it by the Authority under this Act; or

(iii) any provision of this Act;

(e) upon the Authority exercising any power under section 46AAB(2) or the Minister exercising any power under Division 2, 4, 5 or 6 of Part 8 of the Financial Services and Markets Act 2022 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;

[Act 18 of 2022 wef 10/05/2024]

(f) the corporation operates in a manner that is, in the opinion of the Authority, contrary to the interests of the public; or

(g) any information or document provided by the corporation to the Authority is false or misleading.

[4/2017; 31/2017]

(2)  Subject to subsection (3), the Authority must not revoke under subsection (1) any approval under section 9(1)(a), or recognition under section 9(1)(b) or (2), that was granted to a corporation without giving the corporation an opportunity to be heard.

[4/2017]

(3)  The Authority may revoke an approval under section 9(1)(a), or a recognition under section 9(1)(b) or (2), that was granted to a corporation on any of the following grounds without giving the corporation an opportunity to be heard:

(a) the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

(b) a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation;

(c) the corporation has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 8 October 2018, involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly.

[4/2017]

(4)  For the purposes of subsection (1)(c), a corporation is to be treated to have ceased to operate its organised market if —

(a) it has ceased to operate the organised market for more than 30 days, unless it has obtained the prior approval of the Authority to do so; or

(b) it has ceased to operate the organised market under a direction issued by the Authority under section 45.

[4/2017]

(5)  Any corporation that 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 is final.

[4/2017]

(6)  Despite the lodging of an appeal under subsection (5), any action taken by the Authority under this section continues to have effect pending the Minister’s decision.

[4/2017]

(7)  The Minister may, when deciding an appeal under subsection (5), make such modification as the Minister considers necessary to any action taken by the Authority under this section, and such modified action has effect starting on the date of the Minister’s decision.

[4/2017]

(8)  Any revocation under subsection (1) or (3) of the approval or recognition of a corporation under section 9(1) or (2) does not operate so as to —

(a) avoid or affect any agreement, transaction or arrangement entered into in connection with the use of an organised market operated by the corporation, whether the agreement, transaction or arrangement was entered into before, on or after the revocation of the approval or recognition; or

(b) affect any right, obligation or liability arising under any such agreement, transaction or arrangement.

[4/2017]

(9)  The Authority must give notice in the Gazette of any revocation under subsection (1) or (3) of any approval or recognition of a corporation under section 9(1) or (2).

[4/2017]

Division 2 — Regulation of Approved Exchanges

Subdivision (1) — Obligations of approved exchanges

General obligations

15.—(1)  An approved exchange must —

(a) as far as is reasonably practicable, ensure that every organised market it operates is a fair, orderly and transparent organised market;

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

(c) in discharging its obligations under this Act, not act contrary to the interests of the public, having particular regard to the interests of the investing public;

(d) ensure that access for participation in its facilities is subject to criteria that —

(i) are fair and objective; and

(ii) are designed to ensure the orderly functioning of the organised market that it operates and to protect the interests of the investing public;

(e) maintain business rules and, where appropriate, listing rules that make satisfactory provision for —

(i) the organised market to be operated in a fair, orderly and transparent manner; and

(ii) the proper regulation and supervision of its members;

(f) enforce compliance with its business rules and, where appropriate, its listing rules;

(g) have sufficient financial, human and system resources —

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

(ii) to meet contingencies or disasters; and

(iii) to provide adequate security arrangements;

(h) maintain governance arrangements that are adequate for its organised market to be operated in a fair, orderly and transparent manner; and

(i) ensure that it appoints or employs fit and proper persons as its chairperson, chief executive officer, directors and key management officers.

[4/2017]

(2)  In subsection (1)(g), “contingencies or disasters” includes technical disruptions occurring within automated systems.

[4/2017]

Obligation to notify Authority of certain matters

16.—(1)  An approved exchange must, as soon as practicable after the occurrence of any of the following circumstances, notify the Authority of the circumstance:

(a) any material change to the information provided by the approved exchange in its application under section 8(1) or 12(1);

(b) any change to the type or number of organised markets it operates;

(c) the carrying on of any business (called in this section a proscribed business) by the approved exchange other than such business or such class of businesses prescribed by regulations made under section 44;

(d) the acquisition by the approved exchange of a substantial shareholding in a corporation (called in this section a proscribed corporation) that carries on any business other than such business or such class of businesses prescribed by regulations made under section 44;

(e) the approved exchange becoming aware of any financial irregularity or other matter which in its opinion —

(i) may affect its ability to discharge its financial obligations; or

(ii) may affect the ability of a member of the approved exchange to meet its financial obligations to the approved exchange;

(f) the approved exchange reprimanding, fining, suspending, expelling or otherwise taking disciplinary action against a member of the approved exchange;

(g) any other matter that the Authority may —

(i) prescribe by regulations made under section 44 for the purposes of this subsection; or

(ii) specify by written notice to the approved exchange in any particular case.

[4/2017]

(2)  Without limiting section 45(1), the Authority may, at any time after receiving a notice mentioned in subsection (1), issue directions to the approved exchange —

(a) where the notice relates to a matter mentioned in subsection (1)(c) —

(i) requiring it to cease carrying on the proscribed business; or

(ii) permitting it to carry on the proscribed business subject to such conditions or restrictions as the Authority may impose, if the Authority is of the opinion that the carrying on of the proscribed business subject to those conditions or restrictions is necessary for any purpose mentioned in section 45(1)(a) to (d); or

(b) where the notice relates to a matter mentioned in subsection (1)(d) —

(i) requiring it to dispose of all or any part of its shareholding in the proscribed corporation within such time and subject to such conditions as specified in the directions; or

(ii) requiring it to exercise its rights relating to such shareholding, or to not exercise such rights, subject to such conditions or restrictions as the Authority may impose, if the Authority is of the opinion that such exercise or non‑exercise of rights subject to those conditions or restrictions is necessary for any purpose mentioned in section 45(1)(a) to (d).

[4/2017]

(3)  An approved exchange must comply with every direction issued to it under subsection (2) despite anything to the contrary in the Companies Act 1967 or any other law.

[4/2017]

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

[4/2017]

(5)  An approved exchange must notify the Authority of any matter that the Authority may specify by written notice to the approved exchange, no later than such time as the Authority may specify in that notice.

[4/2017]

Obligation to manage risks prudently

17.—(1)  Without limiting section 15(1)(b), an approved exchange must ensure that the systems and controls concerning the assessment and management of risks to every organised market that the approved exchange operates are adequate and appropriate for the scale and nature of its operations.

[4/2017]

(2)  Any approved exchange which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

Obligation to maintain proper records

18.—(1)  An approved exchange must maintain a record of all transactions effected through its organised market in accordance with regulations mentioned in subsection (2).

[4/2017]

(2)  The Authority may prescribe by regulations made under section 44 —

(a) the form and manner in which the record mentioned in subsection (1) is to be maintained;

(b) the extent to which the record includes details of each transaction; and

(c) the period of time that the record is to be maintained.

[4/2017]

Obligation to submit periodic reports

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

[4/2017]

Obligation to assist Authority

20.  An approved exchange must provide such assistance to the Authority as the Authority may require for the performance of the Authority’s functions and duties, including —

(a) the furnishing of such returns as the Authority may require for the proper administration of this Act; and

(b) the provision of —

(i) such books and information as the Authority may require for the proper administration of this Act, being books and information —

(A) relating to the business of the approved exchange;

(B) in respect of any transaction or class of transactions, whether completed or uncompleted, effected through the organised market of the approved exchange; or

(C) in respect of any product or class of products traded on the organised market of the approved exchange; and

(ii) such other information as the Authority may require for the proper administration of this Act.

[4/2017]

Obligation to maintain confidentiality

21.—(1)  Subject to subsection (2), an approved exchange and its officers and employees must maintain, and aid in maintaining, the confidentiality of all user information that —

(a) comes to the knowledge of the approved exchange or any of its officers or employees; or

(b) is in the possession of the approved exchange or any of its officers or employees.

[4/2017]

(2)  Subsection (1) does not apply to —

(a) the disclosure of user information for such purposes, or in such circumstances, as the Authority may prescribe by regulations made under section 44;

(b) any disclosure of user information which is authorised by the Authority to be disclosed or provided; or

(c) the disclosure of user information pursuant to any requirement imposed under any written law or order of court in Singapore.

[4/2017]

(3)  To avoid doubt, nothing in this section is to be construed as preventing an approved exchange from entering into a written agreement with a user that obliges the approved exchange to maintain a higher degree of confidentiality than that specified in this section.

[4/2017]

Penalties under this Subdivision

22.  Any approved exchange which contravenes section 15(1), 16(1) or (3), 18(1), 19, 20 or 21(1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

Subdivision (2) — Rules of approved exchanges

Business rules and listing rules of approved exchanges

23.—(1)  Without limiting sections 15 and 44 —

(a) the Authority may by regulations made under section 44 prescribe the matters that an approved exchange must provide for in the business rules or listing rules of the approved exchange; and

(b) the approved exchange must provide for those matters in its business rules or listing rules, as the case may be.

[4/2017]

(2)  An approved exchange must not make any amendment to its business rules or listing rules unless it complies with such requirements as the Authority may prescribe by regulations made under section 44.

[4/2017]

(3)  In this Subdivision, any reference to an amendment to a business rule or listing rule is to be construed as a reference to a change to the scope of, or to any requirement, obligation or restriction under, the business rule or listing rule (as the case may be), whether the change is made by an alteration to the text of the rule or by any other notice issued by or on behalf of the approved exchange.

[4/2017]

(4)  Any approved exchange which contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

Business rules of approved exchanges have effect as contract

24.—(1)  The business rules of an approved exchange are to be treated, and are to operate, as a binding contract —

(a) between the approved exchange and each member; and

(b) between each member and every other member.

[4/2017]

(2)  The approved exchange and each member are treated to have agreed to observe and perform the provisions of the business rules that are in force for the time being, so far as those provisions are applicable to the approved exchange or that member, as the case may be.

[4/2017]

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

25.—(1)  Where any person (A) which is under an obligation to comply with, observe, enforce or give effect to the business rules or listing rules of an approved exchange fails to do so, the General Division of the High Court may, on the application of the Authority, an approved exchange or a person aggrieved by the failure (B), and after giving A an opportunity to be heard, make an order directing A to comply with, observe, enforce or give effect to those business rules or listing rules.

[4/2017; 40/2019]

(2)  This section is in addition to, and not in derogation of, any other remedy available to B.

[4/2017]

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

[4/2017]

(4)  Subject to subsection (5), subsection (3) does not affect the powers of the court in relation to the punishment of contempt of the court.

[4/2017]

(5)  Where a person is convicted of an offence under subsection (3) in respect of any contravention of an order made under subsection (1), such contravention is not punishable as a contempt of court.

[4/2017]

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

[4/2017]

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

26.  Any failure by an approved exchange to comply with —

(a) this Act;

(b) its business rules; or

(c) where applicable, its listing rules,

in relation to a matter does not prevent that matter from being treated, for the purposes of this Act, as done in accordance with the business rules or listing rules so long as the failure does not substantially affect the rights of any person entitled to require compliance with the business rules or listing rules.

[4/2017]

Subdivision (3) — Matters requiring approval of Authority

Control of substantial shareholding in approved exchange

27.—(1)  A person must not enter into any agreement to acquire shares in an approved exchange by virtue of which the person 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.

[4/2017]

(2)  A person must not become —

(a) a 12% controller; or

(b) a 20% controller,

of an approved exchange without first obtaining the approval of the Authority.

[4/2017]

(3)  In subsection (2) —

“12% controller” means a person, not being a 20% controller, who alone or together with the person’s associates —

(a) holds not less than 12% of the shares in the approved exchange; or

(b) is in a position to control not less than 12% of the votes in the approved exchange;

“20% controller” means a person who, alone or together with the person’s associates —

(a) holds not less than 20% of the shares in the approved exchange; or

(b) is in a position to control not less than 20% of the votes in the approved exchange.

[4/2017]

(4)  In this section —

(a) a person holds a share if —

(i) the person is deemed to have an interest in that share under section 7(6) to (10) of the Companies Act 1967; or

(ii) the person otherwise has a legal or an equitable interest in that share, except such interest as is to be disregarded under section 7(6) to (10) of the Companies Act 1967;

(b) a reference to the control of a percentage of the votes in an approved exchange is to be construed as a reference to the control, whether direct or indirect, of that percentage of the total number of votes that might be cast in a general meeting of the approved exchange; and

(c) a person (A) is an associate of another person (B) if —

(i) A is the spouse, a parent, remoter lineal ancestor or step‑parent, a son, daughter, remoter issue, stepson or stepdaughter or a brother or sister of B;

(ii) A is a body corporate that is, or a majority of the directors of which are, accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of B;

(iii) A is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B;

(iv) A is a subsidiary of B;

(v) A is a body corporate in which B, whether alone or together with other associates of B as described in sub‑paragraphs (ii), (iii) and (iv), is in a position to control not less than 20% of the votes in A; or

(vi) A is a person with whom B has an agreement or arrangement, whether oral or in writing and whether express or implied, to act together with respect to the acquisition, holding or disposal of shares or other interests in, or with respect to the exercise of their votes in relation to, the approved exchange.

[4/2017]

(5)  The Authority may grant its approval mentioned in subsection (1) or (2) subject to conditions or restrictions.

[4/2017]

(6)  Without affecting 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 written notice, 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.

[4/2017]

(7)  Until a person to whom a direction has been issued under subsection (6) transfers or disposes of the shares that are the subject of the direction, and despite anything to the contrary in the Companies Act 1967 or the constitution or other constituent document or documents of the approved exchange —

(a) no voting rights are exercisable in respect of the shares that are the subject of the direction;

(b) the approved exchange must not offer or issue any shares (whether by way of rights, bonus, share dividend or otherwise) in respect of the shares that are the subject of the direction; and

(c) except in a liquidation of the approved exchange, the approved exchange must not make any payment (whether by way of cash dividend, dividend in kind or otherwise) in respect of the shares that are the subject of the direction.

[4/2017]

(8)  Any issue of shares by an approved exchange in contravention of subsection (7)(b) is treated as void, and a person to whom a direction has been issued under subsection (6) must immediately return those shares to the approved exchange, upon which the approved exchange must return to the person any payment received from the person in respect of those shares.

[4/2017]

(9)  Any payment made by an approved exchange in contravention of subsection (7)(c) is treated as void, and a person to whom a direction has been issued under subsection (6) must immediately return the payment the person has received to the approved exchange.

[4/2017]

(10)  The Authority may, by regulations made under section 44, exempt —

(a) any person or class of persons; or

(b) any class or description of shares or interests in shares,

from the requirement under subsection (1) or (2), subject to such conditions or restrictions as may be prescribed in those regulations.

[4/2017]

(11)  The Authority may, by written notice, 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 written notice.

[4/2017]

(12)  It is not necessary to publish any exemption granted under subsection (11) in the Gazette.

[4/2017]

(13)  Any person who contravenes subsection (1) or (2), or any condition or restriction imposed by the Authority under subsection (5), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

(14)  Any person who contravenes subsection (7)(b) or (c), (8) or (9) or any direction issued by the Authority under subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

Approval of chairperson, chief executive officer, director and key persons

28.—(1)  An approved exchange must not appoint a person as its chairperson, chief executive officer or director unless the approved exchange has obtained the approval of the Authority.

[4/2017]

(2)  The Authority may, by written notice, require an approved exchange to obtain the approval of the Authority for the appointment of any person to any key management position or committee of the approved exchange and the approved exchange must comply with the notice.

[4/2017]

(3)  An application for approval under subsection (1) or (2) must be made in such form and manner as the Authority may specify.

[4/2017]

(4)  Without limiting section 44 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 by regulations made under section 44 or notify in writing to the approved exchange.

[4/2017]

(5)  Subject to subsection (6), the Authority must not refuse an application for approval under this section without giving the approved exchange an opportunity to be heard.

[4/2017]

(6)  The Authority may refuse an application for approval on any of the following grounds without giving the approved exchange an opportunity to be heard:

(a) the person is an undischarged bankrupt, whether in Singapore or elsewhere;

(b) the person has been convicted, whether in Singapore or elsewhere, of an offence, committed before, on or after 8 October 2018 —

(i) involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly; and

(ii) punishable with imprisonment for a term of 3 months or more.

[4/2017]

(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.

[4/2017]

(8)  An approved exchange must, as soon as practicable, give written notice to the Authority of the resignation or removal of its chairperson, chief executive officer or director, or of any person mentioned in any notice issued by the Authority to the approved exchange under subsection (2).

[4/2017]

(9)  The Authority may make regulations under section 44 relating to the composition and duties of the board of directors or any committee of an approved exchange.

[4/2017]

(10)  In this section, “committee” includes any committee of directors, disciplinary committee or appeals committee of an approved exchange, or any body responsible for disciplinary action against a member of an approved exchange.

[4/2017]

(11)  The Authority may, by regulations made under section 44, exempt any approved exchange or class of approved exchanges from complying with subsection (1) or (8), subject to such conditions or restrictions as may be prescribed in those regulations.

[4/2017]

(12)  The Authority may, by written notice, exempt any approved exchange from complying with subsection (1) or (8), subject to such conditions or restrictions as the Authority may specify by written notice.

[4/2017]

(13)  It is not necessary to publish any exemption granted under subsection (12) in the Gazette.

[4/2017]

(14)  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 of a day during which the offence continues after conviction.

[4/2017]

Listing, de‑listing or trading of certain instruments, contracts and transactions

29.—(1)  An approved exchange must, in respect of any relevant product that is listed or permitted for trading on any organised market operated by the approved exchange, comply with requirements prescribed by regulations made under section 44 or specified in directions issued under section 45 relating to —

(a) the limits that the approved exchange must establish on the number of open positions that may be held by any participant in respect of the relevant product;

(b) the steps that the approved exchange must take to ensure compliance with the limits established under paragraph (a);

(c) the positions that the approved exchange must reckon for the purpose of determining if limits established under paragraph (a) have been exceeded;

(d) the settlement procedures that the approved exchange must establish in respect of the relevant product;

(e) the limits that the approved exchange must establish on the price movements of the relevant product; and

(f) any other matter in respect of the relevant product that the Authority considers necessary or expedient for the furtherance of the objectives mentioned in section 5.

[4/2017]

(2)  An approved exchange must, within such time and in such form and manner as the Authority may specify, notify the Authority that it has taken measures to comply with the requirements mentioned in subsection (1) —

(a) before listing or de‑listing, or permitting the trading of, any relevant product on any organised market operated by the approved exchange; and

(b) after listing or permitting the trading of any relevant product on any organised market operated by the approved exchange.

[4/2017]

(3)  An approved exchange which is required under subsection (2) to notify the Authority must use due care to ensure that the notification is not false or misleading in any material particular.

[4/2017]

(4)  Any approved exchange which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

(5)  Any approved exchange which contravenes subsection (2)(a) or (b) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

(6)  Any approved exchange which contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.

[4/2017]

(7)  Any participant who wilfully exceeds any limit established by an approved exchange in accordance with the requirements imposed under subsection (1)(a) on the number of open positions that may be held by any participant in respect of any relevant product shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000.

[4/2017]

(8)  In this section, “relevant product” means any instrument, contract or transaction on any organised market operated by the approved exchange, but does not include —

(a) securities;

(b) any unit in a collective investment scheme;

(c) a spot contract;

(d) a deposit as defined in section 4B of the Banking Act 1970, where the deposit is accepted by a bank or merchant bank licensed under that Act;

(e) a deposit as defined in section 2 of the Finance Companies Act 1967, where the deposit is accepted by a finance company as defined in that section of that Act;

(f) any contract of insurance in relation to any class of insurance business specified in section 3(1) of the Insurance Act 1966; or

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

[4/2017; 1/2020]

Listing of approved exchange on organised market

30.—(1)  The securities or securities‑based derivatives contracts of an approved exchange must not be listed for quotation on an organised market that is operated by the approved exchange or any of its related corporations unless the approved exchange and the operator of the organised market have entered into such arrangements as the Authority may require —

(a) for dealing with possible conflicts of interest that may arise from such listing; and

(b) for the purpose of ensuring the integrity of the trading of the securities or securities‑based derivatives contracts (as the case may be) of the approved exchange on the organised market.

[4/2017]

(2)  Where the securities or securities‑based derivatives contracts of an approved exchange are listed for quotation on an organised market operated by the approved exchange or any of its related corporations, the Authority may act in place of the operator of the organised market in making decisions and taking action, or require the operator of the organised market to make decisions and to take action on behalf of the Authority, on —

(a) the admission of the approved exchange to, or the removal of the approved exchange from, the official list of the organised market; and

(b) the granting of approval for the securities or securities‑based derivatives contracts (as the case may be) of the approved exchange to be, or the stopping or suspending of the securities or securities‑based derivatives contracts (as the case may be) of the approved exchange from being, listed for quotation or quoted on the organised market.

[4/2017]

(3)  The Authority may, by written notice to the operator of the organised market —

(a) modify the listing rules of the organised market for the purpose of their application to the listing for quotation or trading of the securities or securities‑based derivatives contracts of the approved exchange; or

(b) waive the application of any listing rule of the organised market to the approved exchange.

[4/2017]

(4)  Any approved exchange which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

Auditors of approved exchanges — appointment and duties

31.—(1)  Despite any other provision of this Act or any other written law, every approved exchange must —

(a) on an annual basis, appoint an auditor and obtain the approval of the Authority to such appointment; and

(b) where, for any reason, the auditor ceases to act for the approved exchange, as soon as practicable thereafter, appoint another auditor and obtain the approval of the Authority to such appointment.

(2)  An auditor must not be approved by the Authority as an auditor for an approved exchange unless the auditor is able to comply with such conditions in relation to the discharge of an auditor’s duties as the Authority may determine.

(3)  The Authority may appoint an auditor for an approved exchange if —

(a) the approved exchange fails to appoint an auditor in accordance with subsection (1); or

(b) the Authority considers it desirable that another auditor should act with an auditor for the approved exchange appointed under subsection (1),

and may at any time fix the remuneration to be paid by the approved exchange to that auditor.

(4)  The duties of an auditor appointed under subsections (1) and (3) are —

(a) to carry out, for the year in respect of which the auditor is appointed, an audit of the accounts of the approved exchange; and

(b) to make a report in respect of the latest financial statements of the approved exchange or, where the approved exchange is a parent company for which consolidated financial statements are prepared, the consolidated financial statements, in accordance with section 207 of the Companies Act 1967.

(5)  The Authority may, by written notice, impose all or any of the following duties on an auditor in addition to those in subsection (4):

(a) a duty to submit to the Authority such additional information in relation to the auditor’s audit as the Authority considers necessary;

(b) a duty to enlarge or extend the scope of the auditor’s audit of the business and affairs of the approved exchange;

(c) a duty to carry out any other examination or establish any procedure in any particular case;

(d) a duty to submit to the Authority a report on any of the matters mentioned in paragraphs (b) and (c).

(6)  An auditor to whom a notice is given under subsection (5) must comply with each direction specified in the notice.

(7)  The approved exchange must remunerate the auditor in respect of the discharge by the auditor of the duties mentioned in subsection (5).

(8)  Despite any other provision of this Act or the provisions of the Companies Act 1967, the Authority may, if it is not satisfied with the performance of any duty by an auditor of an approved exchange, at any time —

(a) direct the approved exchange to remove the auditor; and

(b) direct the approved exchange to appoint another auditor approved by the Authority, as soon as practicable after the removal,

and the approved exchange must comply with such direction.

(9)  If an auditor discloses in good faith to the Authority any information mentioned in subsection (5)(a) or report mentioned in subsection (5)(d), the disclosure is not to be treated as a breach of any restriction on the disclosure imposed by any law, contract or rules of professional conduct, and the auditor is not liable for any loss arising from the disclosure or any act or omission as a result of the disclosure.

(10)  An approved exchange that 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 of a day during which the offence continues after conviction.

(11)  An approved exchange that fails to comply with a direction under subsection (8) 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 of a day during which the offence continues after conviction.

(12)  Any auditor who fails to carry out any duty mentioned in subsection (4), or who fails to comply with subsection (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 of a day during which the offence continues after conviction.

[Act 12 of 2024 wef 24/01/2025]

Auditors of approved exchanges to report certain matters and irregularities to Authority

31A.—(1)  If an auditor of an approved exchange, in the course of performing the auditor’s duties mentioned in section 31(4) or (5), becomes aware of any matter or irregularity mentioned in the following paragraphs, the auditor must immediately send to the Authority a written report of that matter or irregularity:

(a) any matter that, in the auditor’s opinion, adversely affects or may adversely affect the financial position of the approved exchange to a material extent;

(b) any matter that, in the auditor’s opinion, constitutes or may constitute a breach of any provision of this Act or an offence involving fraud or dishonesty;

(c) any irregularity that has or may have a material effect 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.

(2)  An auditor of an approved exchange is not, in the absence of malice on the auditor’s part, liable to any action for defamation at the suit of any person in respect of any statement made in the auditor’s report under subsection (1).

(3)  Subsection (2) does not restrict or affect any right, privilege or immunity that the auditor of an approved exchange may have, apart from this section, as a defendant in an action for defamation.

[Act 12 of 2024 wef 24/01/2025]

Power of Authority to appoint auditor to examine and audit books of approved exchange

31B.—(1)  Where —

(a) an approved exchange is required under section 19 to submit to the Authority an auditor’s report but fails to do so; or

(b) the Authority receives a report under section 31A(1),

the Authority may, without affecting its powers under section 31, if it is satisfied that it is in the interests of the approved exchange, the participants of the approved exchange 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 approved exchange.

(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 approved exchange, the Authority may, in writing, direct the approved exchange 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 an approved exchange 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.

(4)  An auditor appointed under subsection (1) must, on the conclusion of the examination and audit, submit a report to the Authority.

[Act 12 of 2024 wef 24/01/2025]

Restriction on auditor’s and employee’s right to communicate certain matters

31C.  Except as may be necessary for carrying into effect 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 who is carrying out any duty imposed under section 31(5) or who is appointed under section 31B, or any employee of such auditor, must not disclose any information which may come to his or her knowledge or possession in the course of performing his or her duties as such auditor or employee (as the case may be) to any person other than —

(a) the Authority;

(b) in the case of an employee of such auditor, the auditor; and

(c) any other person authorised by the Authority in writing to receive such information.

[Act 12 of 2024 wef 24/01/2025]

Subdivision (4) — Immunity

Immunity from criminal or civil liability

32.—(1)  No criminal or civil liability is incurred by —

(a) an approved exchange; or

(b) any person acting on behalf of an approved exchange,

for any thing done (including any statement made) or omitted to be done with reasonable care and in good faith in the course of, or in connection with, the discharge or purported discharge of the obligations of the approved exchange under this Act or under the business rules or, where appropriate, listing rules of the approved exchange.

[4/2017]

(2)  For the purposes of subsection (1), the reference to a person acting on behalf of an approved exchange includes —

(a) any director of an approved exchange; or

(b) any member of any committee established by an approved exchange.

[4/2017]

Division 3 — Regulation of Recognised Market Operators

General obligations

33.—(1)  A recognised market operator must —

(a) as far as is reasonably practicable, ensure that every organised market it operates is a fair, orderly and transparent organised market;

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

(c) in discharging its obligations under this Act, not act contrary to the interests of the public, having particular regard to the interests of the investing public;

(d) ensure that access for participation in its facilities is subject to criteria that are —

(i) fair and objective; and

(ii) designed to ensure the orderly functioning of its organised market and to protect the interests of the investing public;

(e) maintain business rules and, where appropriate, listing rules that make satisfactory provision for —

(i) the organised market to be operated in a fair, orderly and transparent manner; and

(ii) the proper regulation and supervision of its members;

(f) enforce compliance with its business rules and, where appropriate, its listing rules;

(g) have sufficient financial, human and system resources —

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

(ii) to meet contingencies or disasters; and

(iii) to provide adequate security arrangements;

(h) maintain governance arrangements that are adequate for its organised market to be operated in a fair, orderly and transparent manner; and

(i) ensure that it appoints or employs fit and proper persons as its chairperson, chief executive officer, directors and key management officers.

[4/2017]

(2)  In subsection (1)(g), “contingencies or disasters” includes technical disruptions occurring within automated systems.

[4/2017]

Obligation to notify Authority of certain matters

34.—(1)  A recognised market operator must, as soon as practicable after the occurrence of any of the following circumstances, notify the Authority of the circumstance:

(a) any material change to the information provided by the recognised market operator in its application under section 8(1) or (2) or 12(1);

(b) the recognised market operator becoming aware of any financial irregularity or other matter which in its opinion —

(i) may affect its ability to discharge its financial obligations; or

(ii) may affect the ability of a participant of the recognised market operator to meet its financial obligations to the recognised market operator;

(c) any other matter that the Authority may —

(i) prescribe by regulations made under section 44 for the purposes of this paragraph; or

(ii) specify by written notice to the recognised market operator in any particular case.

[4/2017]

(2)  A recognised market operator must notify the Authority of any matter that the Authority may prescribe by regulations made under section 44 for the purposes of this subsection, no later than such time as the Authority may prescribe by those regulations.

[4/2017]

(3)  A recognised market operator must notify the Authority of any matter that the Authority may specify by written notice to the recognised market operator, no later than such time as the Authority may specify in that notice.

[4/2017]

Obligation to manage risks prudently

35.—(1)  Without limiting section 33(1)(b), a recognised market operator must ensure that the systems and controls concerning the assessment and management of risks to every organised market that the recognised market operator operates are adequate and appropriate for the scale and nature of its operations.

[4/2017]

(2)  Any recognised market operator which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

Obligation to maintain proper records

36.—(1)  A recognised market operator must maintain a record of all transactions effected through its organised market in accordance with regulations mentioned in subsection (2).

[4/2017]

(2)  The Authority may by regulations made under section 44 prescribe —

(a) the form and manner in which the record mentioned in subsection (1) is to be maintained;

(b) the extent to which the record includes details of each transaction; and

(c) the period of time that the record is to be maintained.

[4/2017]

Obligation to submit periodic reports

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

[4/2017]

Obligation to assist Authority

38.  A recognised market operator must provide such assistance to the Authority as the Authority may require for the performance of the functions and duties of the Authority, including —

(a) the furnishing of such returns as the Authority may require for the proper administration of this Act; and

(b) the provision of —

(i) such books and information as the Authority may require for the proper administration of this Act, being books and information —

(A) relating to the business of the recognised market operator;

(B) in respect of any transaction or class of transactions, whether completed or uncompleted, effected through the organised market of the recognised market operator; or

(C) in respect of any product or class of products traded on the organised market of the recognised market operator; and

(ii) such other information as the Authority may require for the proper administration of this Act.

[4/2017]

Obligation to maintain confidentiality

39.—(1)  Subject to subsection (2), a recognised market operator and its officers and employees must maintain, and aid in maintaining, the confidentiality of all user information that —

(a) comes to the knowledge of the recognised market operator or any of its officers or employees; or

(b) is in the possession of the recognised market operator or any of its officers or employees.

[4/2017]

(2)  Subsection (1) does not apply to —

(a) the disclosure of user information for such purposes, or in such circumstances, as the Authority may prescribe by regulations made under section 44;

(b) any disclosure of user information which is authorised by the Authority to be disclosed or provided; or

(c) the disclosure of user information pursuant to any requirement imposed under any written law or order of court in Singapore.

[4/2017]

(3)  To avoid doubt, nothing in this section is to be construed as preventing a recognised market operator from entering into a written agreement with a user that obliges the recognised market operator to maintain a higher degree of confidentiality than that specified in this section.

[4/2017]

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

40.  Any failure by a recognised market operator to comply with —

(a) this Act;

(b) its business rules; or

(c) where applicable, its listing rules,

in relation to a matter does not prevent the matter from being treated, for the purposes of this Act, as done in accordance with the business rules or listing rules so long as the failure does not substantially affect the rights of any person entitled to require compliance with the business rules or listing rules.

[4/2017]

Listing, de‑listing or trading of certain instruments, contracts and transactions

41.—(1)  A recognised market operator must, in respect of any relevant product that is listed or permitted for trading on any organised market operated by the recognised market operator, comply with requirements prescribed by regulations made under section 44 or specified in directions issued under section 45 relating to —

(a) the limits that the recognised market operator must establish on the number of open positions that may be held by any participant in respect of the relevant product;

(b) the steps that the recognised market operator must take to ensure compliance with the limits established under paragraph (a);

(c) the positions that the recognised market operator must reckon for the purpose of determining if limits established under paragraph (a) have been exceeded;

(d) the settlement procedures that the recognised market operator must establish in respect of the relevant product;

(e) the limits that the recognised market operator must establish on the price movements of the relevant product; and

(f) any other matter in respect of the relevant product that the Authority considers necessary or expedient for the furtherance of the objectives mentioned in section 5.

[4/2017]

(2)  A recognised market operator must, within such time and in such form and manner as the Authority may specify, notify the Authority that it has taken measures to comply with the requirements mentioned in subsection (1) —

(a) before listing or de‑listing, or permitting the trading of, any relevant product on any organised market operated by the recognised market operator; and

(b) after listing or permitting the trading of any relevant product on any organised market operated by the recognised market operator.

[4/2017]

(3)  A recognised market operator which is required under subsection (2) to notify the Authority must use due care to ensure that the notification is not false or misleading in any material particular.

[4/2017]

(4)  Any recognised market operator which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

(5)  Any recognised market operator which contravenes subsection (2)(a) or (b) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

(6)  Any recognised market operator which contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.

[4/2017]

(7)  Any participant who wilfully exceeds any limit established by a recognised market operator in accordance with the requirements imposed under subsection (1)(a) on the number of open positions that may be held by any participant in respect of any relevant product shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000.

[4/2017]

(8)  In this section, “relevant product” means any instrument, contract or transaction on any organised market operated by the recognised market operator, but does not include —

(a) securities;

(b) any unit in a collective investment scheme;

(c) a spot contract;

(d) a deposit as defined in section 4B of the Banking Act 1970, where the deposit is accepted by a bank or merchant bank licensed under that Act;

(e) a deposit as defined in section 2 of the Finance Companies Act 1967, where the deposit is accepted by a finance company as defined in that section of that Act;

(f) any contract of insurance in relation to any class of insurance business specified in section 3(1) of the Insurance Act 1966; or

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

[4/2017; 1/2020]

Control of shareholding in Singapore recognised market operator

41A.—(1)  A person must not become a 20% controller of a Singapore recognised market operator without first obtaining the approval of the Authority.

(2)  In this section and section 41B, “20% controller”, in relation to a Singapore recognised market operator, means a person who, alone or together with the person’s associates —

(a) holds not less than 20% of the shares in the Singapore recognised market operator; or

(b) is in a position to control not less than 20% of the votes in the Singapore recognised market operator.

(3)  In this section —

(a) a person holds a share if —

(i) the person is deemed to have an interest in that share under section 7(6) to (10) of the Companies Act 1967; or

(ii) the person otherwise has a legal or an equitable interest in that share, except such interest as is to be disregarded under section 7(6) to (10) of the Companies Act 1967;

(b) a reference to the control of a percentage of the votes in a Singapore recognised market operator is 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 Singapore recognised market operator; and

(c) a person (A) is an associate of another person (B) if —

(i) A is the spouse, a parent, remoter lineal ancestor or step-parent, a son, daughter, remoter issue, step-son or step-daughter or a brother or sister of B;

(ii) A is a body corporate that is, or a majority of the directors of which are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B;

(iii) A is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B;

(iv) A is a subsidiary of B;

(v) A is a body corporate in which B, whether alone or together with other associates of B as described in sub-paragraphs (ii), (iii) and (iv), is in a position to control not less than 20% of the votes in A; or

(vi) A is a person with whom B has an agreement or arrangement, whether oral or in writing and whether express or implied, to act together with respect to the acquisition, holding or disposal of shares or other interests in, or with respect to the exercise of their votes in relation to, the Singapore recognised market operator.

(4)  The Authority may grant its approval mentioned in subsection (1) subject to such conditions or restrictions as the Authority may impose.

(5)  Without affecting subsection (12), the Authority may, for the purposes of securing compliance with subsection (1) or any condition or restriction imposed under subsection (4), by written notice, direct the transfer or disposal of all or any of the shares of a Singapore recognised market operator in which a 20% controller of the Singapore recognised market operator has an interest.

(6)  Until a person to whom a direction has been issued under subsection (5) transfers or disposes of the shares that are the subject of the direction, and despite anything to the contrary in the Companies Act 1967 or the constitution or other constituent document or documents of the Singapore recognised market operator —

(a) no voting rights are exercisable in respect of the shares that are the subject of the direction;

(b) the Singapore recognised market operator must not offer or issue any shares (whether by way of rights, bonus, share dividend or otherwise) in respect of the shares that are the subject of the direction; and

(c) except in a liquidation of the Singapore recognised market operator, the Singapore recognised market operator must not make any payment (whether by way of cash dividend, dividend in kind or otherwise) in respect of the shares that are the subject of the direction.

(7)  Any issue of shares by a Singapore recognised market operator in contravention of subsection (6)(b) is void, and a person to whom a direction has been issued under subsection (5) must immediately return those shares to the Singapore recognised market operator, upon which the Singapore recognised market operator must return to the person any payment received from the person in respect of those shares.

(8)  Any payment made by a Singapore recognised market operator in contravention of subsection (6)(c) is void, and a person to whom a direction has been issued under subsection (5) must immediately return the payment the person has received to the Singapore recognised market operator.

(9)  The Authority may, by regulations made under section 44, exempt —

(a) any person or class of persons; or

(b) any class or description of shares or interests in shares,

from the requirement under subsection (1), subject to such conditions or restrictions as may be prescribed in those regulations.

(10)  The Authority may, by written notice, exempt any person, shares or interests in shares from subsection (1), subject to such conditions or restrictions as the Authority may specify by written notice.

(11)  It is not necessary to publish any exemption granted under subsection (10) in the Gazette.

(12)  Any person who contravenes subsection (1), or any condition or restriction imposed by the Authority under subsection (4), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

(13)  Any person who contravenes subsection (6)(b) or (c), (7) or (8) or any direction issued by the Authority under subsection (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 of a day during which the offence continues after conviction.

[Act 12 of 2024 wef 24/01/2025]

Objection to control of Singapore recognised market operator

41B.—(1)  The Authority may serve a written notice of objection on —

(a) any person required to obtain the Authority’s approval or who has obtained the approval under section 41A; or

(b) any person who, whether before, on or after the date of commencement of section 37 of the Financial Institutions (Miscellaneous Amendments) Act 2024, is a 20% controller of a Singapore recognised market operator,

if the Authority is satisfied that —

(c) any condition of approval imposed on the person under section 41A(4) has not been complied with;

(d) the person is not or ceases to be a fit and proper person to be a 20% controller of the Singapore recognised market operator;

(e) having regard to the likely influence of the person, the Singapore recognised market operator 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;

(f) the person does not or ceases to satisfy such criteria as may be prescribed;

(g) the person has provided false or misleading information or documents in connection with an application under section 41A; or

(h) the Authority would not have granted its approval under section 41A had it been aware, at that time, of circumstances relevant to the person’s application for such approval.

(2)  The Authority must not serve a notice of objection on any person without giving the person an opportunity to be heard, except in the following circumstances:

(a) the person is in the course of being wound up or otherwise dissolved or, in the case of an individual, is an undischarged bankrupt whether in Singapore or elsewhere;

(b) a receiver, a receiver and manager, a judicial manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the person;

(c) a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against the person;

(d) the person has been convicted, whether in Singapore or elsewhere, of any offence involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly.

(3)  The Authority must, in any written notice of objection, specify a reasonable period within which the person to be served the written notice of objection must —

(a) take such steps as are necessary to ensure that the person ceases to be a 20% controller of a Singapore recognised market operator; or

(b) comply with such other requirements as the Authority may specify.

(4)  Any person served with a notice of objection under this section must comply with the notice.

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

[Act 12 of 2024 wef 24/01/2025]

Chairperson, chief executive officer, director and key persons, etc., of Singapore recognised market operator

41C.—(1)  A Singapore recognised market operator must not appoint a person as its chairperson, chief executive officer or director unless the Singapore recognised market operator has obtained the approval of the Authority.

(2)  The Authority may, by written notice, require a Singapore recognised market operator to obtain the approval of the Authority for the appointment of any person to any key management position or committee of the Singapore recognised market operator, and the Singapore recognised market operator must comply with the notice.

(3)  An application for approval under subsection (1) or (2) must be made in such form and manner as the Authority may specify.

(4)  The Authority may, in determining whether to grant its approval under subsection (1) or (2), have regard to such criteria as the Authority may prescribe by regulations made under section 44 or notify the Singapore recognised market operator in writing, or to any other matter that the Authority may consider relevant.

(5)  Subject to subsection (6), the Authority must not refuse an application for approval under this section without giving the Singapore recognised market operator an opportunity to be heard.

(6)  The Authority may refuse an application for approval on any of the following grounds without giving the Singapore recognised market operator an opportunity to be heard:

(a) the person is an undischarged bankrupt, whether in Singapore or elsewhere;

(b) the person has been convicted, whether in Singapore or elsewhere, of an offence, committed before, on or after the date of commencement of section 37 of the Financial Institutions (Miscellaneous Amendments) Act 2024 —

(i) involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly; and

(ii) punishable with imprisonment for a term of 3 months or more.

(7)  Where the Authority refuses an application for approval under this section, the Authority need not give the person who was proposed to be appointed an opportunity to be heard.

(8)  A Singapore recognised market operator must, as soon as practicable, give written notice to the Authority of the resignation or removal of its chairperson, chief executive officer or director, or of any person mentioned in any notice issued by the Authority to the Singapore recognised market operator under subsection (2).

(9)  The Authority may make regulations under section 44 relating to the composition and duties of the board of directors or any committee of a Singapore recognised market operator.

(10)  In this section, “committee” includes any committee of directors, disciplinary committee or appeals committee of a Singapore recognised market operator, or any body responsible for disciplinary action against a member of a Singapore recognised market operator.

(11)  The Authority may, by regulations made under section 44, exempt any Singapore recognised market operator or class of Singapore recognised market operators from complying with subsection (1) or (8), subject to such conditions or restrictions as the Authority may prescribe in those regulations.

(12)  The Authority may, by written notice, exempt any Singapore recognised market operator from complying with subsection (1) or (8), subject to such conditions or restrictions as the Authority may specify by written notice.

(13)  It is not necessary to publish any exemption granted under subsection (12) in the Gazette.

(14)  Any Singapore recognised market operator which contravenes subsection (1), (2) 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 of a day during which the offence continues after conviction.

[Act 12 of 2024 wef 24/01/2025]

Penalties under this Division

42.  Any recognised market operator which contravenes section 33(1), 34, 36(1), 37, 38 or 39(1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

Division 4 — General Powers of Authority

Disqualification or removal of director or executive officer

43.—(1)  Despite the provisions of any other written law, an approved exchange, or a Singapore recognised market operator, must not, without the prior written consent of the Authority, permit an individual to act as its director or executive officer, if the individual —

(a) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 38 of the Financial Institutions (Miscellaneous Amendments) Act 2024, being an offence —

(i) involving fraud or dishonesty;

(ii) the conviction for which involved a finding that he or she had acted fraudulently or dishonestly; or

(iii) that is specified in the Third Schedule to the Registration of Criminals Act 1949;

(b) is an undischarged bankrupt, whether in Singapore or elsewhere;

(c) has had an enforcement order against him or her in respect of a judgment debt returned unsatisfied in whole or in part;

(d) has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his or her creditors, being a compromise or scheme of arrangement that is still in operation;

(e) has had a related Acts prohibition order, a section 101A prohibition order, a section 123ZZC prohibition order, or an FSMA prohibition order made against him or her that remains in force; or

(f) has been a director of, or directly concerned in the management of, a regulated financial institution, whether in Singapore or elsewhere —

(i) which is being or has been wound up by a court; or

(ii) the approval, authorisation, designation, recognition, registration or licence of which has been withdrawn, cancelled or revoked (without any application by the regulated financial institution for withdrawal, cancellation or revocation) by the Authority or, in the case of a regulated financial institution in a foreign country or jurisdiction, by the regulatory authority in that foreign country or jurisdiction.

(2)  Despite the provisions of any other written law, where the Authority is satisfied that a director or executive officer of an approved exchange or a Singapore recognised market operator is not a fit and proper person to be a director or executive officer (as the case may be) of the approved exchange or Singapore recognised market operator (as the case may be), the Authority may, by notice in writing to the approved exchange or Singapore recognised market operator, direct it to remove the director or executive officer from his or her office or employment within such period as may be specified by the Authority in the notice, and the approved exchange or Singapore recognised market operator must comply with the notice.

(3)  For the purpose of subsection (2), the Authority may consider any matter which it considers relevant, including (but not limited to) whether —

(a) the individual has wilfully contravened or wilfully caused the approved exchange or Singapore recognised market operator to contravene any provision of this Act or the business rules or listing rules of the approved exchange or Singapore recognised market operator;

(b) the individual has, without reasonable excuse, failed to secure the compliance of the approved exchange or Singapore recognised market operator with this Act, the Monetary Authority of Singapore Act 1970, any of the written laws set out in the Schedule to that Act, or the business rules or listing rules of the approved exchange or Singapore recognised market operator;

(c) the individual has failed to discharge any of the duties of his or her office or employment;

(d) the individual’s removal is necessary in the public interest or for the protection of investors; or

(e) the individual comes within any of the grounds mentioned in subsection (1).

(4)  The Authority must, in determining whether an individual has failed to discharge the duties of his or her office or employment for the purposes of subsection (3)(c), have regard to such criteria as may be prescribed.

(5)  The Authority must not direct an approved exchange or Singapore recognised market operator to remove an individual from his or her office or employment under subsection (2) without giving the approved exchange or Singapore recognised market operator and that individual, an opportunity to be heard except in any of the following circumstances:

(a) the individual is an undischarged bankrupt, whether in Singapore or elsewhere;

(b) a section 101A prohibition order or an FSMA prohibition order against the individual has been made and remains in force;

(c) the individual has been convicted, whether in Singapore or elsewhere, of an offence, committed before, on or after the date of commencement of section 38 of the Financial Institutions (Miscellaneous Amendments) Act 2024 —

(i) involving fraud or dishonesty or the conviction for which involved a finding that the individual had acted fraudulently or dishonestly; and

(ii) punishable with imprisonment for a term of 3 months or more.

(6)  An approved exchange or Singapore recognised market operator must, as soon as practicable after receiving a direction under subsection (2), notify the affected director or executive officer of the direction.

(7)  Any approved exchange or Singapore recognised market operator who receives a direction under subsection (2), or any director or executive officer of an approved exchange or Singapore recognised market operator in relation to whom a direction under subsection (2) is given, may, within 30 days after the approved exchange or Singapore recognised market operator receives the direction, appeal to the Minister whose decision is final.

(8)  Despite the lodging of an appeal under subsection (7), a direction under subsection (2) continues to have effect pending the Minister’s decision.

(9)  The Minister may, when deciding an appeal under subsection (7), modify the direction under subsection (2), and such modified action has effect starting on the date of the Minister’s decision.

(10)  No criminal or civil liability is incurred by an approved exchange, a Singapore recognised market operator, or any person acting on behalf of an approved exchange or a Singapore recognised market operator, in respect of anything 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.

(11)  Any approved exchange, or Singapore recognised market operator, which, without reasonable excuse, 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 $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

[Act 12 of 2024 wef 24/01/2025]

Power of Authority to make regulations

44.—(1)  Without affecting section 341, the Authority may make regulations for the purposes of this Part, including regulations —

(a) relating to the approval of approved exchanges and the recognition of recognised market operators;

(b) relating to the requirements applicable to any person who establishes, operates or assists in establishing or operating an organised market, whether or not the person is approved as an approved exchange under section 9(1)(a) or recognised as a recognised market operator under section 9(1)(b) or (2); and

(c) specifying measures to manage any risks assumed by an approved exchange or a recognised market operator.

[4/2017]

(2)  Regulations made under this section may provide —

(a) that a contravention of any specified provision of the regulations made under this section shall be an offence; and

(b) for a penalty not exceeding a fine of $150,000 or imprisonment for a term not exceeding 12 months or both for each offence and, in the case of a continuing offence, a further penalty not exceeding a fine of 10% of the maximum fine prescribed for that offence for every day or part of a day during which the offence continues after conviction.

[4/2017]

Power of Authority to issue directions

45.—(1)  The Authority may issue directions, whether of a general or specific nature, by written notice, to an approved exchange or a recognised market operator, or a class of approved exchanges or class of recognised market operators, if the Authority thinks it necessary or expedient —

(a) for ensuring the fair, orderly and transparent operation of any organised market operated by the approved exchange or recognised market operator, or of organised markets operated by approved exchanges or recognised market operators of the class, or by approved exchanges or recognised market operators in general;

[Act 12 of 2024 wef 30/08/2024]

(b) for ensuring the integrity and stability of the capital markets or the financial system;

(c) in the interests of the public or a section of the public or for the protection of investors;

(d) for the effective administration of this Act; or

(e) for ensuring compliance with any condition or restriction that the Authority may impose under section 9(4) or (5), 16(2), 27(5), (10) or (11), 28(11) or (12), 41A(4), (9) or (10), 41C(11) or (12) or 46AAG(1) or (2), or such other obligations or requirements under this Act or as may be prescribed by regulations made under section 44.

[4/2017]

[Act 12 of 2024 wef 30/08/2024]

[Act 12 of 2024 wef 24/01/2025]

(2)  An approved exchange or a recognised market operator must comply with every direction issued to it under subsection (1).

[4/2017]

(3)  Any approved exchange or recognised market operator that, without reasonable excuse, contravenes a direction issued to it under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

(4)  It is not necessary to publish any direction issued under subsection (1) in the Gazette.

[4/2017]

Power of Authority in organised market

46.—(1)  Without limiting section 45, where the Authority is of the opinion that it is necessary to prohibit trading in —

(a) particular securities of, or made available by, an entity;

(b) particular securities‑based derivatives contracts of, or made available by, an entity; or

(c) particular units in a collective investment scheme,

on an organised market of an approved exchange or a recognised market operator —

(d) in order to protect persons buying or selling the securities, securities‑based derivatives contracts or units in a collective investment scheme, as the case may be; or

(e) in the interests of the public,

the Authority may give written notice to the approved exchange or recognised market operator stating that it is of that opinion and setting out the reasons for its opinion.

[4/2017]

(2)  If, after the receipt of the notice given under subsection (1), the approved exchange or recognised market operator fails to take any action in relation to the particular securities, securities‑based derivatives contracts or units in a collective investment scheme (as the case may be) on that organised market and the Authority continues to be of the opinion that it is necessary to prohibit trading in the particular securities, securities‑based derivatives contracts or units in a collective investment scheme (as the case may be) on that organised market so as to achieve the objectives under subsection (1)(d) or (e), the Authority may, by written notice to the approved exchange or recognised market operator —

(a) prohibit trading in the particular securities, securities‑based derivatives contracts or units in a collective investment scheme (as the case may be) on that organised market for such period not exceeding 14 days, as specified in the notice; and

(b) impose conditions or restrictions on the approved exchange or recognised market operator, as specified in the notice.

[4/2017]

(3)  The Authority may, at any time, by written notice, add to, vary or revoke any condition or restriction mentioned in subsection (2)(b).

[4/2017]

(4)  An approved exchange or a recognised market operator on which a condition or restriction is imposed under subsection (2)(b) or (3) must satisfy that condition or restriction.

[4/2017]

(5)  Where the Authority gives a notice to an approved exchange or a recognised market operator under subsection (2), the Authority must —

(a) at the same time send a copy of the notice to —

(i) in the case of securities, the entity;

(ii) in the case of securities‑based derivatives contracts, the entity; or

(iii) in the case of units in a collective investment scheme, the responsible person of the collective investment scheme,

together with a statement setting out the reasons for the giving of the notice; and

(b) as soon as practicable, submit to the Minister a written report setting out the reasons for the giving of the notice and send a copy of the report to the approved exchange or recognised market operator.

[4/2017]

(6)  Any person who is aggrieved by any action taken by the Authority, an approved exchange or a recognised market operator under this section may, within 30 days after the person is notified of the action, appeal to the Minister whose decision is final.

[4/2017]

(7)  Despite the lodging of an appeal under subsection (6), any action taken by the Authority, an approved exchange or a recognised market operator under this section continues to have effect pending the Minister’s decision.

[4/2017]

(8)  The Minister may, when deciding an appeal under subsection (6), make such modification as the Minister considers necessary to any action taken by the Authority, an approved exchange or a recognised market operator under this section, and such modified action has effect starting on the date of the Minister’s decision.

[4/2017]

(9)  Any approved exchange or recognised market operator which permits trading in securities, securities‑based derivatives contracts or units in a collective investment scheme, on the organised market of the approved exchange or recognised market operator in contravention of a notice given under subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

Emergency powers of Authority

46AA.—(1)  Where the Authority has reason to believe that an emergency exists, or thinks that it is necessary or expedient in the interests of the public or a section of the public or for the protection of investors, the Authority may by written notice direct an approved exchange or a recognised market operator (as the case may be) to take such action as the Authority considers necessary to maintain or restore the fair, orderly and transparent operation of the organised markets operated by the approved exchange or recognised market operator, as the case may be.

[4/2017]

(2)  Without affecting subsection (1), the actions which the Authority may direct an approved exchange or a recognised market operator (as the case may be) to take include —

(a) terminating or suspending trading on the organised market operated by the approved exchange or recognised market operator;

(b) confining trading to liquidation of positions in capital markets products;

(c) ordering the liquidation of any position or all positions or the reduction in any position or all positions;

(d) limiting trading to a specific price range;

(e) modifying trading days or hours;

(f) altering conditions of delivery;

(g) fixing the settlement price at which positions are to be liquidated;

(h) requiring any person to act in a specified manner in relation to trading in capital markets products or any class of capital markets products;

(i) requiring margins or additional margins for any capital markets products; and

(j) modifying or suspending any of the business rules, or listing rules (as the case may be) of the approved exchange or recognised market operator, as the case may be.

[4/2017]

(3)  Where an approved exchange or a recognised market operator fails to comply with any direction of the Authority under subsection (1) within such time as is specified by the Authority, the Authority may —

(a) set margin levels in any capital markets products or class of capital markets products to cater for the emergency;

(b) set limits that may apply to positions acquired in good faith by any person prior to the date of the notice issued by the Authority; or

(c) take such other action to maintain or restore the fair, orderly and transparent operation of the organised markets operated by the approved exchange or recognised market operator, as the case may be.

[4/2017]

(4)  In this section, “emergency” means any threatened or actual market manipulation or cornering, and includes —

(a) any act of any government affecting any commodity or financial instrument;

(b) any major market disturbance that prevents an organised market from accurately reflecting the forces of supply and demand for any commodity or financial instrument; or

(c) any undesirable situation or practice that, in the opinion of the Authority, constitutes an emergency.

[4/2017]

(5)  The Authority may modify any action taken by an approved exchange or a recognised market operator under subsection (1), including the setting aside of that action.

[4/2017]

(6)  Any person which is aggrieved by any action taken under this section by the Authority, an approved exchange or a recognised market operator, may, within 30 days after the person is notified of the action, appeal to the Minister whose decision is final.

[4/2017]

(7)  Despite the lodging of an appeal under subsection (6), any action taken under this section by the Authority, an approved exchange or a recognised market operator, continues to have effect pending the Minister’s decision.

[4/2017]

(8)  The Minister may, when deciding an appeal under subsection (6), make such modification as the Minister considers necessary to any action taken under this section by the Authority, an approved exchange or a recognised market operator, and such modified action has effect starting on the date of the Minister’s decision.

[4/2017]

(9)  Any approved exchange or recognised market operator which fails to comply with a direction issued under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

Interpretation of sections 46AAA to 46AAF

46AAA.  In this section and sections 46AAB to 46AAF, unless the context otherwise requires —

“business” includes affairs and property;

“office holder”, in relation to an approved exchange or a recognised market operator, means any person acting as the liquidator, the provisional liquidator, the receiver or the receiver and manager of the approved exchange or recognised market operator (as the case may be), or acting in an equivalent capacity in relation to the approved exchange or recognised market operator (as the case may be);

“relevant business” means any business of an approved exchange or a recognised market operator —

(a) that the Authority has assumed control of under section 46AAB; or

(b) in relation to which a statutory adviser or a statutory manager has been appointed under section 46AAB;

“statutory adviser” means a statutory adviser appointed under section 46AAB;

“statutory manager” means a statutory manager appointed under section 46AAB.

[4/2017]

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

46AAB.—(1)  The Authority may exercise any one or more of the powers specified in subsection (2) as appears to it to be necessary, where —

(a) an approved exchange or a recognised market operator informs the Authority that it is or is likely to become insolvent, or that it is or is likely to become unable to meet its obligations, or that it has suspended or is about to suspend payments;

(b) an approved exchange or a recognised market operator becomes unable to meet its obligations, or is insolvent, or suspends payments;

(c) the Authority is of the opinion that an approved exchange or a recognised market operator —

(i) is carrying on its business in a manner likely to be detrimental to the interests of the public or a section of the public or to the protection of investors, or to the objectives specified in section 5;

(ii) is or is likely to become insolvent, or is or is likely to become unable to meet its obligations, or is about to suspend payments;

(iii) has contravened any of the provisions of this Act; or

(iv) has failed to comply with any condition or restriction imposed on it under section 9(4) or (5); or

(d) the Authority considers it in the public interest to do so.

[4/2017]

(2)  Subject to subsections (1) and (3), the Authority may —

(a) require the approved exchange or recognised market operator (as the case may be) immediately to take any action or to do or not to do any act or thing whatsoever in relation to its business as the Authority may consider necessary;

(b) appoint one or more persons as statutory adviser, on such terms and conditions as the Authority may specify, to advise the approved exchange or recognised market operator (as the case may be) on the proper management of such of the business of the approved exchange or recognised market operator (as the case may be) as the Authority may determine; or

(c) assume control of and manage such of the business of the approved exchange or recognised market operator (as the case may be) as the Authority may determine, or appoint one or more persons as statutory manager to do so on such terms and conditions as the Authority may specify.

[4/2017]

(3)  In the case of a recognised market operator that is incorporated outside Singapore, any appointment of a statutory adviser or statutory manager or any assumption of control by the Authority of any business of the recognised market operator (as the case may be) under subsection (2) is only in relation to —

(a) the business or affairs of the recognised market operator carried on in, or managed in or from, Singapore; or

(b) the property of the recognised market operator located in Singapore, or reflected in the books of the recognised market operator in Singapore (as the case may be) in relation to its operations in Singapore.

[4/2017]

(4)  Where the Authority appoints 2 or more persons as the statutory manager of an approved exchange or a recognised market operator, the Authority must specify, in the terms and conditions of the appointment, which of the duties, functions and powers of the statutory manager —

(a) may be discharged or exercised by such persons jointly and severally;

(b) must be discharged or exercised by such persons jointly; and

(c) must be discharged or exercised by a specified person or such persons.

[4/2017]

(5)  Where the Authority has exercised any power under subsection (2), the Authority may, at any time and without affecting its power under section 14(1)(e), do one or more of the following:

(a) vary or revoke any requirement of, any appointment made by or any action taken by the Authority in the exercise of such power, on such terms and conditions as it may specify;

(b) further exercise any of the powers under subsection (2);

(c) add to, vary or revoke any term or condition specified by the Authority under this section.

[4/2017]

(6)  No liability is incurred by a statutory manager or a statutory adviser for anything done (including any statement made) or omitted to be done with reasonable care and in good faith in the course of or in connection with —

(a) the exercise or purported exercise of any power under this Act;

(b) the performance or purported performance of any function or duty under this Act; or

(c) the compliance or purported compliance with this Act.

[4/2017]

(7)  Any approved exchange or recognised market operator that fails to comply with a requirement imposed by the Authority under subsection (2)(a) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

Effect of assumption of control under section 46AAB

46AAC.—(1)  Upon assuming control of the relevant business of an approved exchange or a recognised market operator, the Authority or statutory manager (as the case may be) must take custody or control of the relevant business.

[4/2017]

(2)  During the period when the Authority or statutory manager is in control of the relevant business of an approved exchange or a recognised market operator, the Authority or statutory manager —

(a) must manage the relevant business of the approved exchange or recognised market operator (as the case may be) in the name of and on behalf of the approved exchange or recognised market operator, as the case may be; and

(b) is to be treated to be an agent of the approved exchange or recognised market operator, as the case may be.

[4/2017]

(3)  In managing the relevant business of an approved exchange or a recognised market operator, the Authority or statutory manager —

(a) must consider the interests of the public or the section of the public mentioned in section 46AAB(1)(c)(i), and the need to protect investors; and

(b) has all the duties, powers and functions of the members of the board of directors of the approved exchange or recognised market operator (as the case may be) (collectively and individually) under this Act, the Companies Act 1967 and the constitution of the approved exchange or recognised market operator (as the case may be), including powers of delegation, in relation to the relevant business of the approved exchange or recognised market operator (as the case may be); but nothing in this paragraph requires the Authority or statutory manager to call any meeting of the approved exchange or recognised market operator (as the case may be) under the Companies Act 1967 or the constitution of the approved exchange or recognised market operator (as the case may be).

[4/2017]

(4)  Upon the assumption of control of the relevant business of an approved exchange or a recognised market operator by the Authority or statutory manager, any appointment of a person as the chief executive officer or a director of the approved exchange or recognised market operator (as the case may be), which was in force immediately before the assumption of control, is treated to be revoked unless the Authority gives its approval, by written notice to the person and the approved exchange or recognised market operator (as the case may be), for the person to remain in the appointment.

[4/2017]

(5)  During the period when the Authority or statutory manager is in control of the relevant business of an approved exchange or a recognised market operator, a person must not, except with the approval of the Authority, be appointed as the chief executive officer or a director of the approved exchange or recognised market operator, as the case may be.

[4/2017]

(6)  Where the Authority has given its approval under subsection (4) or (5) for a person to remain in the appointment of, or to be appointed as, the chief executive officer or a director of an approved exchange or a recognised market operator, the Authority may at any time, by written notice to the person, and the approved exchange or recognised market operator (as the case may be), revoke that approval, and the appointment is treated to be revoked on the date specified in the notice.

[4/2017]

(7)  If any person, whose appointment as the chief executive officer or a director of an approved exchange or a recognised market operator is revoked under subsection (4) or (6), acts or purports to act after the revocation as the chief executive officer or a director of the approved exchange or recognised market operator (as the case may be) during the period when the Authority or statutory manager is in control of the relevant business of the approved exchange or recognised market operator (as the case may be) —

(a) the act or purported act of the person is invalid and of no effect; and

(b) the person shall be guilty of an offence.

[4/2017]

(8)  If any person who is appointed as the chief executive officer or a director of an approved exchange or a recognised market operator in contravention of subsection (5) acts or purports to act as the chief executive officer or a director of the approved exchange or recognised market operator (as the case may be) during the period when the Authority or statutory manager is in control of the relevant business of the approved exchange or recognised market operator (as the case may be) —

(a) the act or purported act of the person is invalid and of no effect; and

(b) the person shall be guilty of an offence.

[4/2017]

(9)  During the period when the Authority or statutory manager is in control of the relevant business of an approved exchange or a recognised market operator —

(a) if there is any conflict or inconsistency between —

(i) a direction or decision given by the Authority or statutory manager (including a direction or decision given to a person or body of persons mentioned in sub‑paragraph (ii)); and

(ii) a direction or decision given by any chief executive officer, director, member, executive officer, employee, agent or office holder, or the board of directors, of the approved exchange or recognised market operator (as the case may be),

the direction or decision mentioned in sub‑paragraph (i), to the extent of the conflict or inconsistency, prevails over the direction or decision mentioned in sub‑paragraph (ii); and

(b) a person must not exercise any voting or other right attached to any share in the approved exchange or recognised market operator (as the case may be) in any manner that may defeat or interfere with any duty, function or power of the Authority or statutory manager, and any such act or purported act is invalid and of no effect.

[4/2017]

(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 of a day during which the offence continues after conviction.

[4/2017]

(11)  Subsections (4), (5), (7) and (8) have effect despite any written law or rule of law to the contrary.

[4/2017]

Duration of control

46AAD.—(1)  The Authority must cease control of the relevant business of an approved exchange or a recognised market operator if the Authority is satisfied that —

(a) the reasons for the Authority’s assumption of control have ceased to exist; or

(b) the Authority’s assumption of control is no longer necessary in the interests of the public or the section of the public mentioned in section 46AAB(1)(c)(i), or for the protection of investors.

[4/2017]

(2)  A statutory manager is treated to have assumed control of the relevant business of an approved exchange or a recognised market operator on the date of appointment as a statutory manager.

[4/2017]

(3)  The appointment of a statutory manager in relation to the relevant business of an approved exchange or a recognised market operator may be revoked by the Authority at any time —

(a) if the Authority is satisfied that —

(i) the reasons for the appointment have ceased to exist; or

(ii) the appointment is no longer necessary in the interests of the public or the section of the public mentioned in section 46AAB(1)(c)(i), or for the protection of investors; or

(b) on any other ground,

and upon such revocation, the statutory manager must cease control of the relevant business of the approved exchange or recognised market operator, as the case may be.

[4/2017]

(4)  The Authority must, as soon as practicable, publish in the Gazette the date, and such other particulars as the Authority thinks fit, of —

(a) the Authority’s assumption of control of the relevant business of an approved exchange or a recognised market operator;

(b) the cessation of the Authority’s control of the relevant business of an approved exchange or a recognised market operator;

(c) the appointment of a statutory manager in relation to the relevant business of an approved exchange or a recognised market operator; and

(d) the revocation of a statutory manager’s appointment in relation to the relevant business of an approved exchange or a recognised market operator.

[4/2017]

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

46AAE.—(1)  During the period when the Authority or statutory manager is in control of the relevant business of an approved exchange or a recognised market operator —

(a) the General Division of the High Court may, on an application by the Authority or statutory manager, direct any person who ceased to be or still is a chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the approved exchange or recognised market operator (as the case may be) to pay, deliver, convey, surrender or transfer to the Authority or statutory manager, within such period as the General Division of the High Court may specify, any property or book of the approved exchange or recognised market operator (as the case may be) which is comprised in, forms part of or relates to the relevant business of the approved exchange or recognised market operator (as the case may be), and which is in the person’s possession or control; and

(b) any person who ceased to be or still is a chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the approved exchange or recognised market operator (as the case may be) must give to the Authority or statutory manager such information as the Authority or statutory manager may require for the discharge of the Authority’s or statutory manager’s duties or functions, or the exercise of the Authority’s or statutory manager’s powers, in relation to the approved exchange or recognised market operator (as the case may be), within such time and in such manner as the Authority or statutory manager may specify.

[4/2017; 40/2019]

(2)  Any person who —

(a) without reasonable excuse, fails to comply with subsection (1)(b); or

(b) in purported compliance with subsection (1)(b), knowingly or recklessly provides any information or document that is false or misleading in a material particular,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

Remuneration and expenses of Authority and others in certain cases

46AAF.—(1)  The Authority may at any time fix the remuneration and expenses to be paid by an approved exchange or a recognised market operator —

(a) to a statutory manager or statutory adviser appointed in relation to the approved exchange or recognised market operator (as the case may be), whether or not the appointment has been revoked; and

(b) where the Authority has assumed control of the relevant business of the approved exchange or recognised market operator (as the case may be), to the Authority and any person appointed by the Authority under section 320 in relation to the Authority’s assumption of control of the relevant business, whether or not the Authority has ceased to be in control of the relevant business.

[4/2017]

(2)  The approved exchange or recognised market operator (as the case may be) must reimburse the Authority any remuneration and expenses payable by the approved exchange or recognised market operator (as the case may be) to a statutory manager or statutory adviser.

[4/2017]

Power of Authority to exempt approved exchange or recognised market operator from provisions of this Part

46AAG.—(1)  The Authority may, by regulations made under section 44, exempt —

(a) any approved exchange or recognised market operator; or

(b) any class of approved exchanges or class of recognised market operators,

from any provision of this Part, subject to such conditions or restrictions as the Authority may prescribe in those regulations.

[4/2017]

(2)  The Authority may, by written notice, exempt any approved exchange or recognised market operator from any provision of this Part, subject to such conditions or restrictions as the Authority may specify by written notice, if the Authority is satisfied that such exemption will not detract from the objectives specified in section 5.

[4/2017]

(3)  The Authority may, at any time, by written notice, add to, vary or revoke the conditions or restrictions mentioned in subsection (2).

[4/2017]

(4)  An approved exchange or a recognised market operator that is exempted under subsection (1) must satisfy every condition or restriction imposed on it under that subsection.

[4/2017]

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

[4/2017]

(6)  It is not necessary to publish any exemption granted under subsection (2) in the Gazette.

[4/2017]

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

Interpretation of this Division

46AAH.  In this Division, unless the context otherwise requires —

“business” includes affairs, property, right, obligation and liability;

“Court” means the General Division of the High Court;

“debenture” has the meaning given by section 4(1) of the Companies Act 1967;

“property” includes property, right and power of every description;

“Registrar of Companies” means the Registrar of Companies appointed under the Companies Act 1967 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.

[4/2017; 40/2019]

Voluntary transfer of business

46AAI.—(1)  A transferor may transfer the whole or any part of its business (including any business that is not the usual business of an approved exchange or a recognised market operator) to a transferee, if —

(a) the Authority has consented to the transfer;

(b) the transfer involves the whole or any part of the business of the transferor that is the usual business of an approved exchange or a recognised market operator; and

(c) the Court has approved the transfer.

[4/2017]

(2)  Subsection (1) does not affect the right of an approved exchange or a recognised market operator to transfer the whole or any part of its business under any law.

[4/2017]

(3)  The Authority may consent to a transfer under subsection (1)(a) if the Authority is satisfied that —

(a) the transferee is a fit and proper person; and

(b) the transferee will conduct the business of the transferor prudently and comply with the provisions of this Act.

[4/2017]

(4)  The Authority may at any time appoint one or more persons to perform an independent assessment of, and provide a report on, the proposed transfer of a transferor’s business (or any part of a transferor’s business) under this Division.

[4/2017]

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

[4/2017]

(6)  The Authority must serve a copy of any report provided under subsection (4) on the transferor and the transferee.

[4/2017]

(7)  The Authority may require a person to provide, 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.

[4/2017]

(8)  Any person who —

(a) without reasonable excuse, fails to comply with any requirement under subsection (7); or

(b) in purported compliance with any requirement under subsection (7), knowingly or recklessly provides any information or document that is false or misleading in a material particular,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

(9)  Where a person claims, before providing the Authority with any information or document that the person is required to provide under subsection (7), that the information or document might tend to incriminate the person, the information or document is not admissible in evidence against the person in criminal proceedings other than proceedings under subsection (8).

[4/2017]

Approval of transfer

46AAJ.—(1)  A transferor must apply to the Court for its approval of the transfer of the whole or any part of the business of the transferor to the transferee under this Division.

[4/2017]

(2)  Before making an application under subsection (1) —

(a) the transferor must lodge with the Authority a report setting out such details of the transfer and provide such supporting documents as the Authority may specify;

(b) the transferor must obtain the consent of the Authority under section 46AAI(1)(a);

(c) the transferor and the transferee must, if they intend to serve on their respective participants a summary of the transfer, obtain the Authority’s approval of the summary;

(d) the transferor must, at least 15 days before the application is made but not earlier than one month after the report mentioned in paragraph (a) is lodged with the Authority, publish in the Gazette and in such newspaper or newspapers as the Authority may determine a notice of the transferor’s intention to make the application and containing such other particulars as may be prescribed by regulations made under section 44;

(e) the transferor and the transferee must keep at their respective offices in Singapore, for inspection by any person who may be affected by the transfer, a copy of the report mentioned in paragraph (a) for a period of 15 days after the notice referred to in paragraph (d) is published in the Gazette; and

(f) unless the Court directs otherwise, the transferor and the transferee must serve on their respective participants who are affected by the transfer, at least 15 days before the application is made, a copy of the report mentioned in paragraph (a) or a summary of the transfer approved by the Authority under paragraph (c).

[4/2017]

(3)  The Authority and any person who, in the opinion of the Court, is likely to be affected by the transfer —

(a) have the right to appear before and be heard by the Court in any proceedings relating to the transfer; and

(b) may make any application to the Court in relation to the transfer.

[4/2017]

(4)  The Court must not approve the transfer if the Authority has not consented under section 46AAI(1)(a) to the transfer.

[4/2017]

(5)  The Court may, after considering the views (if any) of the Authority on the transfer —

(a) approve the transfer without modification or subject to any modification agreed to by the transferor and the transferee; or

(b) refuse to approve the transfer.

[4/2017]

(6)  If the transferee is not approved as an approved exchange or recognised as a recognised market operator by the Authority, the Court may approve the transfer on terms that the transfer takes effect only in the event of the transferee being approved as an approved exchange or recognised as a recognised market operator by the Authority.

[4/2017]

(7)  The Court may by the order approving the transfer or by any subsequent order provide for all or any of the following matters:

(a) the transfer to the transferee of the whole or any part of the business of the transferor;

(b) the allotment or appropriation by the transferee of any share, debenture, policy or other interest in the transferee which under the transfer is to be allotted or appropriated by the transferee to or for any person;

(c) the continuation by (or against) the transferee of any legal proceedings pending by (or against) the transferor;

(d) the dissolution, without winding up, of the transferor;

(e) the provisions to be made for persons who are affected by the transfer;

(f) such incidental, consequential and supplementary matters as are, in the opinion of the Court, necessary to secure that the transfer is fully effective.

[4/2017]

(8)  Any order under subsection (7) may —

(a) provide for the transfer of any business, whether or not the transferor otherwise has the capacity to effect the transfer in question;

(b) make provision in relation to any property which is held by the transferor as trustee; and

(c) make provision as to any future or contingent right or liability of the transferor, including provision as to the construction of any instrument under which any such right or liability may arise.

[4/2017]

(9)  Subject to subsection (10), where an order made under subsection (7) provides for the transfer to the transferee of the whole or any part of the transferor’s business, then by virtue of the order the business (or part of the business) of the transferor specified in the order is transferred to and vests in the transferee, free in the case of any particular property (if the order so directs) from any charge which by virtue of the transfer is to cease to have effect.

[4/2017]

(10)  No order under subsection (7) has any effect or operation in transferring or otherwise vesting land in Singapore until the appropriate entries are made with respect to the transfer or vesting of that land by the appropriate authority.

[4/2017]

(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.

[4/2017]

(12)  Where an order is made under this section, the transferor and the transferee must each lodge within 7 days after the order is made —

(a) a copy of the order with the Registrar of Companies and with the Authority; and

(b) where the order relates to land in Singapore, an office copy of the order with the appropriate authority concerned with the registration or recording of dealings in that land.

[4/2017]

(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 of a day during which the offence continues after conviction.

[4/2017]

PART 2A

TRADE REPOSITORIES

[34/2012]

Objectives of this Part

46A.  The objectives of this Part are —

(a) to promote safe and efficient trade repositories;

(b) to promote transparent markets through timely and reliable access to information on transactions; and

(c) to reduce systemic risks.

[34/2012]

Interpretation 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 capital markets products, 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).

[34/2012; 4/2017]

Division 1 — Licensing of Trade Repositories

Holding out as licensed trade repository or licensed foreign trade repository

46C.—(1)  A person must not hold out that the person is —

(a) a licensed trade repository, unless the person has in force a trade repository licence granted by the Authority under section 46E(1); or

(b) a licensed foreign trade repository, unless the person has in force a foreign trade repository licence granted by the Authority under section 46E(2).

[34/2012]

(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 of a day during which the offence continues after conviction.

[34/2012]

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.

[34/2012]

(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.

[34/2012]

(3)  An application under subsection (1) or (2) must be —

(a) made in such form and manner as the Authority may prescribe; and

(b) accompanied by a non‑refundable prescribed application fee, which must be paid in the manner specified by the Authority.

[34/2012]

(4)  The Authority may require an applicant to provide the Authority with such information or documents as the Authority considers necessary in relation to the application.

[34/2012]

Power of Authority to grant trade repository licence or foreign trade repository 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.

[34/2012]

(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.

[34/2012]

(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 thinks fit to impose by written notice, including conditions or restrictions, either of a general or specific nature, relating to —

(a) the activities that the corporation may undertake;

(b) the transactions that may be reported to the corporation in its capacity as a trade repository; and

(c) the nature of the investors or participants who may use or have an interest in the corporation as a trade repository.

[34/2012]

(4)  The Authority may, at any time, by written notice to the corporation, vary any condition or restriction or impose such further condition or restriction as the Authority may think fit.

[34/2012]

(5)  A licensed trade repository or licensed foreign trade repository must, for the duration of the licence, satisfy every condition or restriction that may be imposed on it under subsection (3) or (4).

[34/2012]

(6)  The Authority must 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.

[34/2012]

(7)  Without affecting 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 —

(a) 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

(b) 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.

[34/2012]

(8)  In considering whether a foreign trade repository has satisfied the requirements specified in subsection (7)(b), the Authority may have regard to —

(a) the relevant laws and practices of the country or territory in which the head office or principal place of business of the foreign trade repository is situated; and

(b) the rules and practices of the foreign trade repository acting in its capacity as a trade repository.

[34/2012]

(9)  The Authority may refuse to grant a corporation a trade repository licence or foreign trade repository licence, if —

(a) the corporation has not provided the Authority with such information as the Authority may require, relating to —

(i) the corporation or any person employed by or associated with the corporation for the purposes of the corporation’s business or operations; or

(ii) any circumstances likely to affect the corporation’s manner of conducting business or operations;

(b) any information or document provided by the corporation to the Authority is false or misleading;

(c) the corporation or a substantial shareholder of the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

(d) an enforcement order 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;

[Act 25 of 2021 wef 01/04/2022]

(e) a receiver, a receiver and manager, a judicial manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation or a substantial shareholder of the corporation;

(f) the corporation or a substantial shareholder of the corporation has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with the creditors of the corporation or shareholder (as the case may be), being a compromise or scheme of arrangement that is still in operation;

(g) the corporation, a substantial shareholder of the corporation or any officer of the corporation —

(i) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 1 August 2013, involving fraud or dishonesty or the conviction for which involved a finding that the corporation, shareholder or officer (as the case may be) had acted fraudulently or dishonestly; or

(ii) has been convicted of an offence under this Act committed before, on or after 1 August 2013;

(h) the Authority is not satisfied as to the educational or other qualifications or experience of the officers or employees of the corporation, having regard to the nature of the duties they are to perform in connection with the establishment or operation of any licensed trade repository or licensed foreign trade repository;

(i) the corporation fails to satisfy the Authority that the corporation is a fit and proper person or that all of its officers, employees and substantial shareholders are fit and proper persons;

(j) the Authority has reason to believe that the 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;

(k) the Authority is not satisfied as to —

(i) the financial standing of the corporation or any of its substantial shareholders; or

(ii) the manner in which the business of the corporation is to be conducted, or the operations of the corporation are to be conducted;

(l) the Authority is not satisfied as to the record of past performance or expertise of the corporation, having regard to the nature of the business or operations which the corporation may carry on or conduct in connection with the establishment or operation of any licensed trade repository or licensed foreign trade repository;

(m) there are other circumstances which are likely to —

(i) lead to the improper conduct of business or operations by the corporation or any of its officers, employees or substantial shareholders; or

(ii) reflect discredit on the manner of conducting the business or operations of the corporation or any of its substantial shareholders;

(n) 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

(o) 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.

[34/2012]

(10)  Subject to subsection (11), the Authority must 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.

[34/2012]

(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:

(a) the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

(b) a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation;

(c) the corporation has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 1 August 2013, involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly.

[34/2012]

(12)  The Authority must 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).

[34/2012]

(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 is final.

[34/2012]

(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 of a day during which the offence continues after conviction.

[34/2012]

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

46F.—(1)  Every licensed trade repository and every licensed foreign trade repository must pay to the Authority such annual fees as may be prescribed in such manner as the Authority may specify.

[34/2012]

(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.

[34/2012]

Cancellation of trade repository licence or foreign trade repository 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.

[34/2012]

(2)  An application under subsection (1) must be made in such form and manner, and not later than such time, as the Authority may prescribe.

[34/2012]

(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.

[34/2012]

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

46H.—(1)  The Authority may revoke a trade repository licence or foreign trade repository licence granted to a corporation, if —

(a) there exists at any time a ground under section 46E(6) or (9) on which the Authority may refuse an application;

(b) 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 licence, as the case may be;

(c) the corporation ceases to operate as a trade repository;

(d) the corporation contravenes —

(i) any condition or restriction applicable in respect of its trade repository licence or foreign trade repository licence, as the case may be;

(ii) any direction issued to it by the Authority under this Act; or

(iii) any provision in this Act;

(da) upon the Authority exercising any power under section 46ZIB(2) or the Minister exercising any power under Division 2, 4, 5 or 6 of Part 8 of the Financial Services and Markets Act 2022 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;

[Act 18 of 2022 wef 10/05/2024]

(e) the corporation operates in a manner that is, in the opinion of the Authority, contrary to the interests of the public; or

(f) any information or document provided by the corporation to the Authority is false or misleading.

[34/2012; 10/2013; 31/2017]

(2)  Subject to subsection (3), the Authority must 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.

[34/2012]

(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:

(a) the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

(b) a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation;

(c) the corporation has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 1 August 2013, involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly.

[34/2012]

(4)  For the purposes of subsection (1)(c), a corporation is deemed to have ceased to operate as a trade repository if —

(a) 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

(b) it has ceased to operate as a trade repository under a direction issued by the Authority under section 46ZK.

[34/2012]

(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 is final.

[34/2012]

(6)  Despite the lodging of an appeal under subsection (5), any action taken by the Authority under this section continues to have effect pending the Minister’s decision.

[34/2012]

(7)  The Minister may, when deciding an appeal under subsection (5), make such modifications as he or she considers necessary to any action taken by the Authority under this section, and such modified action has effect from the date of the Minister’s decision.

[34/2012]

(8)  Any revocation under subsection (1) or (3) of a trade repository licence or foreign trade repository licence granted to a corporation does not operate as to affect any report to the corporation made under Part 6A, or any obligation under Part 6A 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.

[34/2012]

(9)  The Authority must give notice in the Gazette of any revocation under subsection (1) or (3) of a trade repository licence or foreign trade repository licence.

[34/2012]

Division 2 — Regulation of Licensed Trade Repositories

Subdivision (1) — Obligations of licensed trade repositories

General obligations

46I.—(1)  A licensed trade repository —

(a) must operate in a safe and efficient manner in its capacity as a trade repository;

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

(c) in discharging its obligations under this Act, must not act contrary to the interests of the public, having particular regard to the interests of the investing public;

(d) must 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;

(e) must maintain business rules that make satisfactory provision for the licensed trade repository to be operated in a safe and efficient manner;

(f) must enforce compliance by its participants with its business rules;

(g) must have sufficient financial, human and system resources —

(i) to operate in a safe and efficient manner in its capacity as a trade repository;

(ii) to meet contingencies or disasters; and

(iii) to provide adequate security arrangements;

(h) must ensure that the Authority is provided with access to all information on transactions reported to the licensed trade repository;

(i) must maintain governance arrangements that are adequate for the licensed trade repository to be operated in a safe and efficient manner; and

(j) must ensure that it appoints or employs fit and proper persons as its chairperson, chief executive officer, directors and key management officers.

[34/2012]

(2)  In subsection (1)(g), “contingencies or disasters” includes technical disruptions occurring within automated systems.

[34/2012]

Obligation to manage risks prudently

46J.  Without limiting section 46I(1)(b), a licensed trade repository must —

(a) 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

(b) have adequate arrangements, processes, mechanisms or services to collect and maintain information on transactions reported to the licensed trade repository.

[34/2012]

Obligation to notify Authority of certain matters

46K.—(1)  A licensed trade repository must, as soon as practicable after the occurrence of any of the following circumstances, give the Authority notice of the circumstance:

(a) any material change to the information provided by the licensed trade repository in its application under section 46D(1);

(b) the carrying on by the licensed trade repository of any business (called in this section a proscribed business) other than such business or such class of businesses prescribed by regulations made under section 46ZJ;

(c) the acquisition by the licensed trade repository of a substantial shareholding in any corporation (called in this section a proscribed corporation) that carries on any business other than such business or such class of businesses prescribed by regulations made under section 46ZJ;

(d) 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;

(e) the licensed trade repository reprimanding, fining, suspending, expelling or otherwise taking disciplinary action against a participant of the licensed trade repository;

(f) any other matter that the Authority may —

(i) prescribe by regulations made under section 46ZJ for the purposes of this paragraph; or

(ii) specify by written notice to the licensed trade repository in any particular case.

[34/2012; 4/2017]

(2)  Without limiting 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 —

(a) where the notice relates to a matter referred to in subsection (1)(b) —

(i) to cease carrying on the proscribed business; or

(ii) to carry on the proscribed business subject to such conditions or restrictions as the Authority may impose, if the Authority is of the opinion that this is necessary for any purpose referred to in section 46ZK(1); or

(b) where the notice relates to a matter referred to in subsection (1)(c) —

(i) 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

(ii) 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).

[34/2012]

(3)  A licensed trade repository must comply with every direction issued to it under subsection (2), despite anything to the contrary in the Companies Act 1967 or any other law.

[34/2012]

Obligation to maintain proper records

46L.—(1)  A licensed trade repository must maintain a record of all transactions reported to the licensed trade repository.

[34/2012]

(2)  The Authority may prescribe by regulations made under section 46ZJ —

(a) the form and manner in which the record referred to in subsection (1) must be maintained;

(b) the information and details relating to each transaction that are to be maintained in the record; and

(c) the period of time that the record is to be maintained.

[34/2012]

Obligation to submit periodic reports

46M.  A licensed trade repository must submit to the Authority such reports in such form and manner, and at such frequency, as the Authority may prescribe.

[34/2012]

Obligation to assist Authority

46N.  A licensed trade repository must provide such assistance to the Authority as the Authority may require for the performance of the functions and duties of the Authority, including —

(a) the furnishing of such returns as the Authority may require for the proper administration of this Act; and

(b) the provision of —

(i) such books and information as the Authority may require for the proper administration of this Act, being books and information —

(A) relating to the business or operations of the licensed trade repository; or

(B) in respect of any transaction or class of transactions reported to the licensed trade repository; and

(ii) such other information as the Authority may require for the proper administration of this Act.

[34/2012]

Obligation to maintain confidentiality

46O.—(1)  Subject to subsection (2), a licensed trade repository and its officers and employees must maintain, and aid in maintaining, the confidentiality of all user information and transaction information that —

(a) comes to the knowledge of the licensed trade repository or any of its officers or employees; or

(b) is in the possession of the licensed trade repository or any of its officers or employees.

[34/2012]

(2)  Subsection (1) does not apply to —

(a) the disclosure of user information or transaction information for such purposes, or in such circumstances, as the Authority may prescribe;

(b) any disclosure of user information or transaction information which is authorised by the Authority to be disclosed or provided; or

(c) the disclosure of user information or transaction information pursuant to any requirement imposed under any written law or order of court in Singapore.

[34/2012]

(3)  To avoid doubt, nothing in this section is to 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.

[34/2012]

(4)  A licensed trade repository must comply with such other requirements relating to confidentiality as the Authority may prescribe.

[34/2012]

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 conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.

[34/2012]

Subdivision (2) — Rules of licensed trade repositories

Business rules of licensed trade repositories

46Q.—(1)  Without limiting sections 46I and 46ZJ —

(a) the Authority may prescribe the matters that a licensed trade repository must provide for in the business rules of the licensed trade repository; and

(b) the licensed trade repository must provide for those matters in its business rules.

[34/2012]

(2)  A licensed trade repository must not make any amendments to its business rules unless it complies with such requirements as the Authority may prescribe.

[34/2012]

(3)  In this Subdivision, any reference to an amendment to a business rule is to be construed as a reference to a change to the scope of, or to any requirement, obligation or restriction under, the business rule, 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.

[34/2012]

(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 of a day during which the offence continues after conviction.

[34/2012]

Business rules of licensed trade repositories have effect as contract

46R.—(1)  The business rules of a licensed trade repository are deemed to be, and operate as, a binding contract between the licensed trade repository and each participant.

[34/2012]

(2)  The licensed trade repository and each participant are 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.

[34/2012]

Power of court to order observance or enforcement of business rules

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 General Division of 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 firstmentioned person an opportunity to be heard, make an order directing the firstmentioned person to comply with, observe, enforce or give effect to those business rules.

[34/2012; 40/2019]

(2)  In this section, “person” includes a licensed trade repository.

[34/2012]

(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).

[34/2012]

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

46T.  Any failure by a licensed trade repository to comply with this Act or its business rules in relation to a matter does not prevent the matter from being treated, for the purposes of this Act, as done in accordance with the business rules, so long as the failure does not substantially affect the rights of any person entitled to require compliance with the business rules.

[34/2012]

Subdivision (3) — Matters requiring approval of Authority

Control of substantial shareholding in licensed trade repository

46U.—(1)  A person must not enter into any agreement to acquire shares in a licensed trade repository, being an agreement by virtue of which the person 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.

[34/2012]

(2)  A person must not become either of the following without first obtaining the approval of the Authority:

(a) a 12% controller of a licensed trade repository;

(b) a 20% controller of a licensed trade repository.

[34/2012]

(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 the person’s associates —

(a) holds not less than 12% of the shares in the licensed trade repository; or

(b) 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 the person’s associates —

(a) holds not less than 20% of the shares in the licensed trade repository; or

(b) is in a position to control not less than 20% of the votes in the licensed trade repository.

[34/2012]

(4)  In this section —

(a) a person holds a share if —

(i) the person is deemed to have an interest in that share under section 7(6) to (10) of the Companies Act 1967; or

(ii) the person otherwise has a legal or an equitable interest in that share, except such interest as is to be disregarded under section 7(6) to (10) of the Companies Act 1967;

(b) a reference to the control of a percentage of the votes in a licensed trade repository is to be construed as a reference to the control, whether direct or indirect, of that percentage of the total number of votes that might be cast in a general meeting of the licensed trade repository; and

(c) a person, A, is an associate of another person, B, if —

(i) A is the spouse, a parent, remoter lineal ancestor or step‑parent, a son, daughter, remoter issue, stepson or stepdaughter or a brother or sister of B;

(ii) A is a body corporate that is, or a majority of the directors of which are, accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of B;

(iii) [Deleted by Act 35 of 2014]

(iv) 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;

(v) A is a subsidiary of B;

(vi) [Deleted by Act 35 of 2014]

(vii) 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

(viii) [Deleted by Act 35 of 2014]

(ix) 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.

[34/2012; 35/2014]

(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.

[34/2012]

(6)  Without affecting 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 written notice, 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.

[34/2012]

(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 despite anything to the contrary in the Companies Act 1967 or the memorandum or articles of association or other constituent document or documents of the licensed trade repository —

(a) no voting rights are exercisable in respect of the shares which are the subject of the direction;

(b) the licensed trade repository must 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

(c) except in a liquidation of the licensed trade repository, the licensed trade repository must 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.

[34/2012]

(8)  Any issue of shares by a licensed trade repository in contravention of subsection (7)(b) is deemed to be void, and a person to whom a direction has been issued under subsection (6) must immediately return those shares to the licensed trade repository, upon which the licensed trade repository must return to the person any payment received from the person in respect of those shares.

[34/2012]

(9)  Any payment made by a licensed trade repository in contravention of subsection (7)(c) is deemed to be void, and a person to whom a direction has been issued under subsection (6) must immediately return the payment the person has received to the licensed trade repository.

[34/2012]

(10)  Without affecting 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:

(a) any person or class of persons;

(b) any class or description of shares or interests in shares.

[34/2012]

(11)  Without affecting sections 46ZL(2) and 337(3) and (4), the Authority may, by written notice, 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 written notice.

[34/2012]

(12)  It is not necessary to publish any exemption granted under subsection (11) in the Gazette.

[34/2012]

(13)  Any person who contravenes subsection (1) or (2), or any condition or restriction imposed by the Authority under subsection (5), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.

[34/2012]

(14)  Any person who contravenes subsection (7)(b) or (c), (8) or (9) or any direction issued by the Authority under subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

[34/2012]

Approval of chairperson, chief executive officer, director and key persons

46V.—(1)  A licensed trade repository must not appoint a person as its chairperson, chief executive officer or director unless the licensed trade repository has obtained the approval of the Authority.

[34/2012]

(2)  The Authority may, by written notice, 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 must comply with the notice.

[34/2012]

(3)  An application for approval under subsection (1) or (2) must be made in such form and manner as the Authority may prescribe.

[34/2012]

(4)  Without limiting section 46ZJ 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 written notice.

[34/2012]

(5)  Subject to subsection (6), the Authority must not refuse an application for approval under this section without giving the licensed trade repository an opportunity to be heard.

[34/2012]

(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:

(a) the person is an undischarged bankrupt, whether in Singapore or elsewhere;

(b) the person has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 1 August 2013 —

(i) involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly; and

(ii) punishable with imprisonment for a term of 3 months or more.

[34/2012]

(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.

[34/2012]

(8)  A licensed trade repository must, as soon as practicable, give written notice to the Authority of the resignation or removal of its chairperson, chief executive officer or director or of any person referred to in the notice issued by the Authority under subsection (2).

[34/2012]

(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.

[34/2012]

(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.

[34/2012]

(11)  Without affecting 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.

[34/2012]

(12)  Without affecting sections 46ZL(2) and 337(3) and (4), the Authority may, by written notice, exempt any licensed trade repository from complying with subsection (1) or (8), subject to such conditions or restrictions as the Authority may specify by written notice.

[34/2012]

(13)  It is not necessary to publish any exemption granted under subsection (12) in the Gazette.

[34/2012]

(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 of a day during which the offence continues after conviction.

[34/2012]

Subdivision (4) — Powers of Authority

46W.  [Repealed by Act 10 of 2013]

Auditors of licensed trade repositories — appointment and duties

46X.—(1)  Despite any other provision of this Act or any other written law, every licensed trade repository must —

(a) on an annual basis, appoint an auditor and obtain the approval of the Authority to such appointment; and

(b) where, for any reason, the auditor ceases to act for the licensed trade repository, as soon as practicable thereafter, appoint another auditor and obtain the approval of the Authority to such appointment.

(2)  An auditor must not be approved by the Authority as an auditor for a licensed trade repository unless the auditor is able to comply with such conditions in relation to the discharge of an auditor’s duties as the Authority may determine.

(3)  The Authority may appoint an auditor for a licensed trade repository if —

(a) the licensed trade repository fails to appoint an auditor in accordance with subsection (1); or

(b) the Authority considers it desirable that another auditor should act with an auditor for the licensed trade repository appointed under subsection (1),

and may at any time fix the remuneration to be paid by the licensed trade repository to that auditor.

(4)  The duties of an auditor appointed under subsections (1) and (3) are —

(a) to carry out, for the year in respect of which the auditor is appointed, an audit of the accounts of the licensed trade repository; and

(b) to make a report in respect of the latest financial statements of the licensed trade repository or, where the licensed trade repository is a parent company for which consolidated financial statements are prepared, the consolidated financial statements, in accordance with section 207 of the Companies Act 1967.

(5)  The Authority may, by written notice, impose all or any of the following duties on an auditor in addition to those in subsection (4):

(a) a duty to submit to the Authority such additional information in relation to the auditor’s audit as the Authority considers necessary;

(b) a duty to enlarge or extend the scope of the auditor’s audit of the business and affairs of the licensed trade repository;

(c) a duty to carry out any other examination or establish any procedure in any particular case;

(d) a duty to submit to the Authority a report on any of the matters mentioned in paragraphs (b) and (c).

(6)  An auditor to whom a notice is given under subsection (5) must comply with each direction specified in the notice.

(7)  The licensed trade repository must remunerate the auditor in respect of the discharge by the auditor of the duties mentioned in subsection (5).

(8)  Despite any other provision of this Act or the provisions of the Companies Act 1967, the Authority may, if it is not satisfied with the performance of any duty by an auditor of a licensed trade repository, at any time —

(a) direct the licensed trade repository to remove the auditor; and

(b) direct the licensed trade repository to appoint another auditor approved by the Authority, as soon as practicable after the removal,

and the licensed trade repository must comply with such direction.

(9)  If an auditor discloses in good faith to the Authority any information mentioned in subsection (5)(a) or report mentioned in subsection (5)(d), the disclosure is not to be treated as a breach of any restriction on the disclosure imposed by any law, contract or rules of professional conduct, and the auditor is not liable for any loss arising from the disclosure or any act or omission as a result of the disclosure.

(10)  A licensed trade repository that 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 of a day during which the offence continues after conviction.

(11)  A licensed trade repository that fails to comply with a direction under subsection (8) 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 of a day during which the offence continues after conviction.

(12)  Any auditor who fails to carry out any duty mentioned in subsection (4), or who fails to comply with subsection (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 of a day during which the offence continues after conviction.

[Act 12 of 2024 wef 24/01/2025]

Auditors of licensed trade repositories to report certain matters and irregularities to Authority

46XA.—(1)  If an auditor of a licensed trade repository, in the course of performing the auditor’s duties mentioned in section 46X(4) or (5), becomes aware of any matter or irregularity mentioned in the following paragraphs, the auditor must immediately send to the Authority a written report of that matter or irregularity:

(a) any matter that, in the auditor’s opinion, adversely affects or may adversely affect the financial position of the licensed trade repository to a material extent;

(b) any matter that, in the auditor’s opinion, constitutes or may constitute a breach of any provision of this Act or an offence involving fraud or dishonesty;

(c) any irregularity that has or may have a material effect 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 is not, in the absence of malice on the auditor’s part, liable to any action for defamation at the suit of any person in respect of any statement made in the auditor’s report under subsection (1).

(3)  Subsection (2) does not restrict or affect any right, privilege or immunity that the auditor of a licensed trade repository may have, apart from this section, as a defendant in an action for defamation.

[Act 12 of 2024 wef 24/01/2025]

Power of Authority to appoint auditor to examine and audit books of licensed trade repository

46XB.—(1)  Where —

(a) a licensed trade repository is required under section 46M to submit to the Authority an auditor’s report but fails to do so; or

(b) the Authority receives a report under section 46XA(1),

the Authority may, without affecting its powers under section 46X, if it is satisfied that it is in the interests of the licensed trade repository, the participants of the licensed trade repository 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 licensed trade repository.

(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 licensed trade repository, the Authority may, in writing, direct the licensed trade repository 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 licensed trade repository 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.

(4)  An auditor appointed under subsection (1) must, on the conclusion of the examination and audit, submit a report to the Authority.

[Act 12 of 2024 wef 24/01/2025]

Restriction on auditor’s and employee’s right to communicate certain matters

46XC.  Except as may be necessary for carrying into effect 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 who is carrying out any duty imposed under section 46X(5) or who is appointed under section 46XB, or any employee of such auditor, must not disclose any information which may come to his or her knowledge or possession in the course of performing his or her duties as such auditor or employee (as the case may be) to any person other than —

(a) the Authority;

(b) in the case of an employee of such auditor, the auditor; and

(c) any other person authorised by the Authority in writing to receive such information.

[Act 12 of 2024 wef 24/01/2025]

Emergency powers 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 written notice 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.

[34/2012]

(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.

[34/2012]

(3)  In this section, “emergency” includes —

(a) any threatened or actual market manipulation;

(b) any act of any government affecting any commodity or financial instrument;

(c) any major market disturbance which prevents a market from accurately reflecting the forces of supply and demand for such commodity or financial instrument; or

(d) any undesirable situation or practice which, in the opinion of the Authority, constitutes an emergency.

[34/2012; 4/2017]

(4)  The Authority may modify any action taken by a licensed trade repository under subsection (1), including the setting aside of that action.

[34/2012]

(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 is final.

[34/2012]

(6)  Despite the lodging of an appeal under subsection (5), any action taken by the Authority, or by a licensed trade repository, under this section continues to have effect pending the Minister’s decision.

[34/2012]

(7)  The Minister may, when deciding an appeal under subsection (5), make such modification as he or she considers necessary to any action taken by the Authority, or by a licensed trade repository, under this section, and any such modified action has effect from the date of the Minister’s decision.

[34/2012]

(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 of a day during which the offence continues after conviction.

[34/2012]

Disqualification or removal of director or executive officer

46Z.—(1)  Despite the provisions of any other written law, a licensed trade repository must not, without the prior written consent of the Authority, permit an individual to act as its director or executive officer, if the individual —

(a) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 41 of the Financial Institutions (Miscellaneous Amendments) Act 2024, being an offence —

(i) involving fraud or dishonesty;

(ii) the conviction for which involved a finding that he or she had acted fraudulently or dishonestly; or

(iii) that is specified in the Third Schedule to the Registration of Criminals Act 1949;

(b) is an undischarged bankrupt, whether in Singapore or elsewhere;

(c) has had an enforcement order against him or her in respect of a judgment debt returned unsatisfied in whole or in part;

(d) has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his or her creditors, being a compromise or scheme of arrangement that is still in operation;

(e) has had a related Acts prohibition order, a section 101A prohibition order, a section 123ZZC prohibition order, or an FSMA prohibition order made against him or her that remains in force; or

(f) has been a director of, or directly concerned in the management of, a regulated financial institution, whether in Singapore or elsewhere —

(i) which is being or has been wound up by a court; or

(ii) the approval, authorisation, designation, recognition, registration or licence of which has been withdrawn, cancelled or revoked (without any application by the regulated financial institution for withdrawal, cancellation or revocation) by the Authority or, in the case of a regulated financial institution in a foreign country or jurisdiction, by the regulatory authority in that foreign country or jurisdiction.

(2)  Despite the provisions of any other written law, where the Authority is satisfied that a director or executive officer of a licensed trade repository is not a fit and proper person to be a director or executive officer (as the case may be) of the licensed trade repository, the Authority may, by notice in writing to the licensed trade repository, direct it to remove the director or executive officer from his or her office or employment within such period as may be specified by the Authority in the notice, and the licensed trade repository must comply with the notice.

(3)  For the purpose of subsection (2), the Authority may consider any matter which it considers relevant, including (but not limited to) whether —

(a) the individual has wilfully contravened or wilfully caused the licensed trade repository to contravene any provision of this Act or the business rules of the licensed trade repository;

(b) the individual has, without reasonable excuse, failed to secure the compliance of the licensed trade repository with this Act, the Monetary Authority of Singapore Act 1970, any of the written laws set out in the Schedule to that Act, or the business rules of the licensed trade repository;

(c) the individual has failed to discharge any of the duties of his or her office or employment;

(d) the individual’s removal is necessary in the public interest or for the protection of investors; or

(e) the individual comes within any of the grounds mentioned in subsection (1).

(4)  The Authority must, in determining whether an individual has failed to discharge the duties of his or her office or employment for the purposes of subsection (3)(c), have regard to such criteria as may be prescribed.

(5)  The Authority must not direct a licensed trade repository to remove an individual from his or her office or employment under subsection (2) without giving the licensed trade repository and that individual, an opportunity to be heard except in any of the following circumstances:

(a) the individual is an undischarged bankrupt, whether in Singapore or elsewhere;

(b) a section 101A prohibition order or an FSMA prohibition order against the individual has been made and remains in force;

(c) the individual has been convicted, whether in Singapore or elsewhere, of an offence, committed before, on or after the date of commencement of section 41 of the Financial Institutions (Miscellaneous Amendments) Act 2024 —

(i) involving fraud or dishonesty or the conviction for which involved a finding that the individual had acted fraudulently or dishonestly; and

(ii) punishable with imprisonment for a term of 3 months or more.

(6)  A licensed trade repository must, as soon as practicable after receiving a direction under subsection (2), notify the affected director or executive officer of the direction.

(7)  Any licensed trade repository who receives a direction under subsection (2), or any director or executive officer of a licensed trade repository in relation to whom a direction under subsection (2) is given, may, within 30 days after the licensed trade repository receives the direction, appeal to the Minister whose decision is final.

(8)  Despite the lodging of an appeal under subsection (7), a direction under subsection (2) continues to have effect pending the Minister’s decision.

(9)  The Minister may, when deciding an appeal under subsection (7), modify the direction under subsection (2), and such modified action has effect starting on the date of the Minister’s decision.

(10)  No criminal or civil liability is incurred by a licensed trade repository or any person acting on behalf of a licensed trade repository in respect of anything 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.

(11)  Any licensed trade repository which, without reasonable excuse, 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 $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

[Act 12 of 2024 wef 24/01/2025]

Subdivision (5) — Immunity

Immunity from 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.

[34/2012]

(2)  For the purposes of subsection (1), the specified person is any person acting on behalf of the licensed trade repository, including —

(a) any director of the licensed trade repository; or

(b) any member of any committee established by the licensed trade repository.

[34/2012]

Division 3 — Regulation of Licensed Foreign Trade Repositories

General obligations

46ZB.—(1)  A licensed foreign trade repository —

(a) must operate in a safe and efficient manner in its capacity as a trade repository;

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

(c) in discharging its obligations under this Act, must not act contrary to the interests of the public, having particular regard to the interests of the investing public;

(d) must 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;

(e) must maintain business rules that make satisfactory provision for the licensed foreign trade repository to be operated in a safe and efficient manner;

(f) must enforce compliance by its participants with its business rules;

(g) must have sufficient financial, human and system resources —

(i) to operate in a safe and efficient manner in its capacity as a trade repository;

(ii) to meet contingencies or disasters; and

(iii) to provide adequate security arrangements;

(h) must ensure that the Authority is provided with access to all information on transactions reported to the licensed foreign trade repository;

(i) must maintain governance arrangements that are adequate for the licensed foreign trade repository to be operated in a safe and efficient manner; and

(j) must ensure that it appoints or employs fit and proper persons as its chairperson, chief executive officer, directors and key management officers.

[34/2012]

(2)  In subsection (1)(g), “contingencies or disasters” includes technical disruptions occurring within automated systems.

[34/2012]

Obligation to manage risks prudently

46ZC.  Without limiting section 46ZB(1)(b), a licensed foreign trade repository must —

(a) 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

(b) have adequate arrangements, processes, mechanisms or services to collect and maintain information on transactions reported to the licensed foreign trade repository.

[34/2012]

Obligation to notify Authority of certain matters

46ZD.  A licensed foreign trade repository must, as soon as practicable after the occurrence of any of the following circumstances, give the Authority notice of the circumstance:

(a) any material change to the information provided by the licensed foreign trade repository in its application under section 46D(2);

(b) 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;

(c) any other matter that the Authority may —

(i) prescribe by regulations made under section 46ZJ for the purposes of this paragraph; or

(ii) specify by written notice to the licensed foreign trade repository in any particular case.

[34/2012]

Obligation to maintain proper records

46ZE.—(1)  A licensed foreign trade repository must maintain a record of all transactions reported to the licensed foreign trade repository.

[34/2012]

(2)  The Authority may prescribe by regulations made under section 46ZJ —

(a) the form and manner in which the record referred to in subsection (1) must be maintained;

(b) the information and details relating to each transaction that are to be maintained in the record; and

(c) the period of time that the record is to be maintained.

[34/2012]

Obligation to submit periodic reports

46ZF.  A licensed foreign trade repository must submit to the Authority such reports in such form and manner, and at such frequency, as the Authority may prescribe.

[34/2012]

Obligation to assist Authority

46ZG.  A licensed foreign trade repository must provide such assistance to the Authority as the Authority may require for the performance of the functions and duties of the Authority, including —

(a) the furnishing of such returns as the Authority may require for the proper administration of this Act; and

(b) the provision of —

(i) such books and information as the Authority may require for the proper administration of this Act, being books and information —

(A) relating to the business or operations of the licensed foreign trade repository; or

(B) in respect of any transaction or class of transactions reported to the licensed foreign trade repository; and

(ii) such other information as the Authority may require for the proper administration of this Act.

[34/2012]

Obligation to maintain confidentiality

46ZH.—(1)  Subject to subsection (2), a licensed foreign trade repository and its officers and employees must maintain, and aid in maintaining, the confidentiality of all user information or transaction information that —

(a) comes to the knowledge of the licensed foreign trade repository or any of its officers or employees; or

(b) is in the possession of the licensed foreign trade repository or any of its officers or employees.

[34/2012]

(2)  Subsection (1) does not apply to —

(a) the disclosure of user information or transaction information for such purposes, or in such circumstances, as the Authority may prescribe;

(b) any disclosure of user information or transaction information which is authorised by the Authority to be disclosed or provided; or

(c) the disclosure of user information or transaction information pursuant to any requirement imposed under any written law or order of court in Singapore.

[34/2012]

(3)  To avoid doubt, nothing in this section is to be construed as preventing a licensed foreign trade repository from entering into a written agreement with a participant which obliges the licensed foreign trade repository to maintain a higher degree of confidentiality than that specified in this section.

[34/2012]

(4)  A licensed foreign trade repository must comply with such other requirements relating to confidentiality as the Authority may prescribe.

[34/2012]

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 of a day during which the offence continues after conviction.

[34/2012]

Division 4 — General Powers of Authority

Interpretation of sections 46ZIA to 46ZIF

46ZIA.  In this section and sections 46ZIB to 46ZIF, unless the context otherwise requires —

“business” includes affairs and property;

“office holder”, in relation to a licensed trade repository or licensed foreign trade repository, means any person acting as the liquidator, the provisional liquidator, the receiver or the receiver and manager of the licensed trade repository or licensed foreign trade repository (as the case may be), or acting in an equivalent capacity in relation to the licensed trade repository or licensed foreign trade repository, as the case may be;

“relevant business” means any business of a licensed trade repository or licensed foreign trade repository —

(a) which the Authority has assumed control of under section 46ZIB; or

(b) in relation to which a statutory adviser or a statutory manager has been appointed under section 46ZIB;

“statutory adviser” means a statutory adviser appointed under section 46ZIB;

“statutory manager” means a statutory manager appointed under section 46ZIB.

[10/2013]

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

46ZIB.—(1)  The Authority may exercise any one or more of the powers specified in subsection (2) as appears to it to be necessary, where —

(a) a licensed trade repository or licensed foreign trade repository informs the Authority that it is or is likely to become insolvent, or that it is or is likely to become unable to meet its obligations, or that it has suspended or is about to suspend payments;

(b) a licensed trade repository or licensed foreign trade repository becomes unable to meet its obligations, or is insolvent, or suspends payments;

(c) the Authority is of the opinion that a licensed trade repository or licensed foreign trade repository —

(i) is carrying on its business in a manner likely to be detrimental to the interests of the public or a section of the public or the protection of investors, or to the objectives specified in section 46A;

(ii) is or is likely to become insolvent, or is or is likely to become unable to meet its obligations, or is about to suspend payments;

(iii) has contravened any of the provisions of this Act; or

(iv) has failed to comply with any condition or restriction imposed on it under section 46E(3) or (4); or

(d) the Authority considers it in the public interest to do so.

[10/2013]

(2)  Subject to subsections (1) and (3), the Authority may —

(a) require the licensed trade repository or licensed foreign trade repository (as the case may be) immediately to take any action or to do or not to do any act or thing whatsoever in relation to its business as the Authority may consider necessary;

(b) 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

(c) assume control of and manage such of the business of the licensed trade repository or licensed foreign trade repository (as the case may be) as the Authority may determine, or appoint one or more persons as statutory manager to do so on such terms and conditions as the Authority may specify.

[10/2013]

(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) is only in relation to —

(a) the business or affairs of the licensed foreign trade repository carried on in, or managed in or from, Singapore; or

(b) the property of 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.

[10/2013]

(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 must specify, in the terms and conditions of the appointment, which of the duties, functions and powers of the statutory manager —

(a) may be discharged or exercised by such persons jointly and severally;

(b) must be discharged or exercised by such persons jointly; and

(c) must be discharged or exercised by a specified person or such persons.

[10/2013]

(5)  Where the Authority has exercised any power under subsection (2), it may, at any time and without affecting its power under section 46H(1)(da), do one or more of the following:

(a) vary or revoke any requirement of, any appointment made by or any action taken by the Authority in the exercise of such power, on such terms and conditions as it may specify;

(b) further exercise any of the powers under subsection (2);

(c) add to, vary or revoke any term or condition specified by the Authority under this section.

[10/2013]

(6)  No liability shall be incurred by a statutory manager or a statutory adviser for anything done (including any statement made) or omitted to be done with reasonable care and in good faith in the course of or in connection with —

(a) the exercise or purported exercise of any power under this Act;

(b) the performance or purported performance of any function or duty under this Act; or

(c) the compliance or purported compliance with this Act.

[10/2013]

(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 of a day during which the offence continues after conviction.

[10/2013]

Effect of assumption of control under section 46ZIB

46ZIC.—(1)  Upon assuming control of the relevant business of a licensed trade repository or licensed foreign trade repository, the Authority or statutory manager (as the case may be) must take custody or control of the relevant business.

[10/2013]

(2)  During the period when the Authority or statutory manager is in control of the relevant business of a licensed trade repository or licensed foreign trade repository, the Authority or statutory manager —

(a) must manage the relevant business of the licensed trade repository or licensed foreign trade repository (as the case may be) in the name of and on behalf of the licensed trade repository or licensed foreign trade repository, as the case may be; and

(b) is deemed to be an agent of the licensed trade repository or licensed foreign trade repository, as the case may be.

[10/2013]

(3)  In managing the relevant business of a licensed trade repository or licensed foreign trade repository, the Authority or statutory manager —

(a) must consider 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

(b) has 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 1967 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 (as the case may be); but nothing in this paragraph requires 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 1967 or the constitution of the licensed trade repository or licensed foreign trade repository (as the case may be).

[10/2013]

(4)  Despite 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, is deemed to be revoked, unless the Authority gives its approval, by written notice 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.

[10/2013]

(5)  Despite 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 may 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.

[10/2013]

(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 written notice to the person and the licensed trade repository or licensed foreign trade repository (as the case may be), revoke that approval, and the appointment is deemed to be revoked on the date specified in the notice.

[10/2013]

(7)  Despite any written law or rule of law, if any person, whose appointment as the chief executive officer or a director of a licensed trade repository or licensed foreign trade repository is revoked under subsection (4) or (6), acts or purports to act after the revocation as the chief executive officer or a director of the licensed trade repository or licensed foreign trade repository (as the case may be) during the period when the Authority or statutory manager is in control of the relevant business of the licensed trade repository or licensed foreign trade repository (as the case may be) —

(a) the act or purported act of the person is invalid and of no effect; and

(b) the person shall be guilty of an offence.

[10/2013]

(8)  Despite 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) —

(a) the act or purported act of the person is invalid and of no effect; and

(b) the person shall be guilty of an offence.

[10/2013]

(9)  During the period when the Authority or statutory manager is in control of the relevant business of a licensed trade repository or licensed foreign trade repository —

(a) if there is any conflict or inconsistency between —

(i) a direction or decision given by the Authority or statutory manager (including a direction or decision to a person or body of persons referred to in sub‑paragraph (ii)); and

(ii) a direction or decision given by any chief executive 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), to the extent of the conflict or inconsistency, prevails over the direction or decision referred to in sub‑paragraph (ii); and

(b) no person may 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 is invalid and of no effect.

[10/2013]

(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 of a day during which the offence continues after conviction.

[10/2013]

Duration of control

46ZID.—(1)  The Authority must cease to be in control of the relevant business of a licensed trade repository or licensed foreign trade repository when the Authority is satisfied that —

(a) the reasons for the Authority’s assumption of control of the relevant business have ceased to exist; or

(b) it is no longer necessary in the interests of the public or the section of the public referred to in section 46ZIB(1)(c)(i) or for the protection of investors.

[10/2013]

(2)  A statutory manager is deemed to have assumed control of the relevant business of a licensed trade repository or licensed foreign trade repository on the date of the statutory manager’s appointment as such.

[10/2013]

(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 —

(a) if the Authority is satisfied that —

(i) the reasons for the appointment have ceased to exist; or

(ii) it is no longer necessary in the interests of the public or the section of the public referred to in section 46ZIB(1)(c)(i) or for the protection of investors; or

(b) on any other ground,

and upon such revocation, the statutory manager ceases to be in control of the relevant business of the licensed trade repository or licensed foreign trade repository, as the case may be.

[10/2013]

(4)  The Authority must, as soon as practicable, publish in the Gazette the date, and such other particulars as the Authority thinks fit, of —

(a) the Authority’s assumption of control of the relevant business of a licensed trade repository or licensed foreign trade repository;

(b) the cessation of the Authority’s control of the relevant business of a licensed trade repository or licensed foreign trade repository;

(c) the appointment of a statutory manager in relation to the relevant business of a licensed trade repository or licensed foreign trade repository; and

(d) the revocation of a statutory manager’s appointment in relation to the relevant business of a licensed trade repository or licensed foreign trade repository.

[10/2013]

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

46ZIE.—(1)  During the period when the Authority or statutory manager is in control of the relevant business of a licensed trade repository or licensed foreign trade repository —

(a) the General Division of 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 General Division of 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

(b) any person who has ceased to be or who is still any chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the licensed trade repository or licensed foreign trade repository (as the case may be) must give to the Authority or statutory manager such information as the Authority or statutory manager may require for the discharge of the Authority’s or statutory manager’s duties or functions, or the exercise of the Authority’s or statutory manager’s powers, in relation to the licensed trade repository or licensed foreign trade repository (as the case may be), within such time and in such manner as the Authority or statutory manager may specify.

[10/2013; 40/2019]

(2)  Any person who —

(a) without reasonable excuse, fails to comply with subsection (1)(b); or

(b) in purported compliance with subsection (1)(b), knowingly or recklessly provides any information or document that is false or misleading in a material particular,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.

[10/2013]

Remuneration and expenses of Authority and others in certain cases

46ZIF.—(1)  The Authority may at any time fix the remuneration and expenses to be paid by a licensed trade repository or licensed foreign trade repository —

(a) to a statutory manager or statutory adviser 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

(b) where the Authority has assumed control of the relevant business of the licensed trade repository or licensed foreign trade repository (as the case may be), to the Authority and any person appointed by the Authority under section 320 in relation to the Authority’s assumption of control of the relevant business, whether or not the Authority has ceased to be in control of the relevant business.

[10/2013]

(2)  The licensed trade repository or licensed foreign trade repository (as the case may be) must 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.

[10/2013]

Power of Authority to make regulations

46ZJ.—(1)  Without affecting section 341, the Authority may make regulations for the purposes of this Part, including regulations relating to —

(a) the grant of a trade repository licence or foreign trade repository licence;

(b) the requirements applicable to a licensed trade repository or licensed foreign trade repository;

(c) the measures that a licensed trade repository or licensed foreign trade repository must adopt for the purposes of managing or mitigating risks;

(d) the maintenance of records of transactions reported to a licensed trade repository or licensed foreign trade repository; and

(e) the submission of reports by a licensed trade repository or licensed foreign trade repository.

[34/2012]

(2)  Regulations made under this section may provide —

(a) that a contravention of any specified provision thereof shall be an offence; and

(b) for a penalty not exceeding a fine of $150,000 or imprisonment for a term not exceeding 12 months or both for each offence and, in the case of a continuing offence, for a further penalty not exceeding a fine of 10% of the maximum fine prescribed for that offence for every day or part of a day during which the offence continues after conviction.

[34/2012]

Power of Authority to issue directions

46ZK.—(1)  The Authority may issue directions, whether of a general or specific nature, by written notice, to a licensed trade repository or licensed foreign trade repository, or a class of licensed trade repositories or class of licensed foreign trade repositories, if the Authority thinks it necessary or expedient —

(a) for ensuring the safe and efficient operation of the licensed trade repository or licensed foreign trade repository, of licensed trade repositories or licensed foreign trade repositories of the class, or of licensed trade repositories or licensed foreign trade repositories in general;

[Act 12 of 2024 wef 30/08/2024]

(b) for ensuring the integrity and stability of the capital markets or the financial system;

(c) in the interests of the public or a section of the public or for the protection of investors;

(d) for the effective administration of this Act; or

(e) for ensuring compliance with any condition or restriction that the Authority may impose under section 46E(3) or (4), 46K(2), 46U(5), (10) or (11), 46V(11) or (12) or 46ZL(1) or (2), or such other obligations or requirements under this Act or as the Authority may prescribe.

[34/2012]

[Act 12 of 2024 wef 30/08/2024]

[Act 12 of 2024 wef 30/08/2024]

(2)  Without limiting subsection (1), the Authority may issue directions, by written notice, to a licensed trade repository or licensed foreign trade repository, or a class of licensed trade repositories or class of licensed foreign trade repositories —

(a) with respect to the publication of any information relating to any transaction reported to the licensed trade repository or licensed foreign trade repository, or to licensed trade repositories or licensed foreign trade repositories of the class, as the case may be; or

[Act 12 of 2024 wef 30/08/2024]

(b) 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 or to licensed trade repositories or licensed foreign trade repositories of the class.

[34/2012]

[Act 12 of 2024 wef 30/08/2024]

[Act 12 of 2024 wef 30/08/2024]

(3)  A licensed trade repository or licensed foreign trade repository must comply with every direction issued to it under subsection (1) or (2).

[34/2012]

(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 of a day during which the offence continues after conviction.

[34/2012]

(5)  It is not necessary to publish any direction issued under subsection (1) or (2) in the Gazette.

[34/2012]

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

46ZL.—(1)  Without affecting 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.

[34/2012]

(2)  Without affecting section 337(3) and (4), the Authority may, by written notice, 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 written notice, 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.

[34/2012]

(2A)  The Authority may, at any time, by written notice, add to, vary or revoke the conditions or restrictions mentioned in subsection (2).

[4/2017]

(2B)  A licensed trade repository or licensed foreign trade repository that is exempted under subsection (1) must satisfy every condition or restriction imposed on it under that subsection.

[4/2017]

[Act 12 of 2024 wef 30/08/2024]

(2C)  A licensed trade repository or licensed foreign trade repository that is exempted under subsection (2) must, for the duration of the exemption, satisfy every condition or restriction imposed on it under that subsection and subsection (2A).

[4/2017]

[Act 12 of 2024 wef 30/08/2024]

(3)  It is not necessary to publish any exemption granted under subsection (2) in the Gazette.

[34/2012]

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

Interpretation of this Division

46ZM.  In this Division, unless the context otherwise requires —

“business” includes affairs, property, right, obligation and liability;

“Court” means the General Division of the High Court;

“debenture” has the meaning given by section 4(1) of the Companies Act 1967;

“property” includes property, right and power of every description;

“Registrar of Companies” means the Registrar of Companies appointed under the Companies Act 1967 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.

[10/2013; 40/2019]

Voluntary transfer of business

46ZN.—(1)  A transferor may transfer the whole or any part of its business (including any business that is not the usual business of a licensed trade repository or licensed foreign trade repository) to a transferee, if —

(a) the Authority has consented to the transfer;

(b) the transfer involves the whole or any part of the business of the transferor that is the usual business of a licensed trade repository or licensed foreign trade repository; and

(c) the Court has approved the transfer.

[10/2013]

(2)  Subsection (1) does not affect 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.

[10/2013]

(3)  The Authority may consent to a transfer under subsection (1)(a) if the Authority is satisfied that —

(a) the transferee is a fit and proper person; and

(b) the transferee will conduct the business of the transferor prudently and comply with the provisions of this Act.

[10/2013]

(4)  The Authority may at any time appoint one or more persons to perform an independent assessment of, and provide a report on, the proposed transfer of a transferor’s business (or any part thereof) under this Division.

[10/2013]

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

[10/2013]

(6)  The Authority must serve a copy of any report provided under subsection (4) on the transferor and the transferee.

[10/2013]

(7)  The Authority may require a person to provide, 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.

[10/2013]

(8)  Any person who —

(a) without reasonable excuse, fails to comply with any requirement under subsection (7); or

(b) in purported compliance with any requirement under subsection (7), knowingly or recklessly provides any information or document that is false or misleading in a material particular,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.

[10/2013]

(9)  Where a person claims, before providing the Authority with any information or document that the person is required to provide under subsection (7), that the information or document might tend to incriminate the person, the information or document is not admissible in evidence against the person in criminal proceedings other than proceedings under subsection (8).

[10/2013]

Approval of transfer

46ZO.—(1)  A transferor must apply to the Court for its approval of the transfer of the whole or any part of the business of the transferor to the transferee under this Division.

[10/2013]

(2)  Before making an application under subsection (1) —

(a) the transferor must lodge with the Authority a report setting out such details of the transfer and provide such supporting documents as the Authority may specify;

(b) the transferor must obtain the consent of the Authority under section 46ZN(1)(a);

(c) the transferor and the transferee must, if they intend to serve on their respective participants a summary of the transfer, obtain the Authority’s approval of the summary;

(d) the transferor must, at least 15 days before the application is made but not earlier than one month after the report 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;

(e) the transferor and the transferee must keep at their respective offices in Singapore, for inspection by any person who may be affected by the transfer, a copy of the report 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

(f) unless the Court directs otherwise, the transferor and the transferee must 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).

[10/2013]

(3)  The Authority and any person who, in the opinion of the Court, is likely to be affected by the transfer —

(a) have the right to appear before and be heard by the Court in any proceedings relating to the transfer; and

(b) may make any application to the Court in relation to the transfer.

[10/2013]

(4)  The Court is not to approve the transfer if the Authority has not consented under section 46ZN(1)(a) to the transfer.

[10/2013]

(5)  The Court may, after taking into consideration the views (if any) of the Authority on the transfer —

(a) approve the transfer without modification or subject to any modification agreed to by the transferor and the transferee; or

(b) refuse to approve the transfer.

[10/2013]

(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 takes effect only in the event of the transferee being granted a trade repository licence or foreign trade repository licence by the Authority.

[10/2013]

(7)  The Court may by the order approving the transfer or by any subsequent order provide for all or any of the following matters:

(a) the transfer to the transferee of the whole or any part of the business of the transferor;

(b) the allotment or appropriation by the transferee of any share, debenture, policy or other interest in the transferee which under the transfer is to be allotted or appropriated by the transferee to or for any person;

(c) the continuation by (or against) the transferee of any legal proceedings pending by (or against) the transferor;

(d) the dissolution, without winding up, of the transferor;

(e) the provisions to be made for persons who are affected by the transfer;

(f) such incidental, consequential and supplementary matters as are, in the opinion of the Court, necessary to secure that the transfer is fully effective.

[10/2013]

(8)  Any order under subsection (7) may —

(a) provide for the transfer of any business, whether or not the transferor otherwise has the capacity to effect the transfer in question;

(b) make provision in relation to any property which is held by the transferor as trustee; and

(c) make provision as to any future or contingent right or liability of the transferor, including provision as to the construction of any instrument under which any such right or liability may arise.

[10/2013]

(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 is transferred to and vests in the transferee, free in the case of any particular property (if the order so directs) from any charge which by virtue of the transfer is to cease to have effect.

[10/2013]

(10)  No order under subsection (7) has any effect or operation in transferring or otherwise vesting land in Singapore until the appropriate entries are made with respect to the transfer or vesting of that land by the appropriate authority.

[10/2013]

(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.

[10/2013]

(12)  Where an order is made under this section, the transferor and the transferee must each lodge within 7 days after the order is made —

(a) a copy of the order with the Registrar of Companies and with the Authority; and

(b) where the order relates to land in Singapore, an office copy of the order with the appropriate authority concerned with the registration or recording of dealings in that land.

[10/2013]

(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 of a day during which the offence continues after conviction.

[10/2013]

PART 3

CLEARING FACILITIES

[34/2012]

Objectives of this Part

47.  The objectives of this Part are —

(a) to promote safe and efficient clearing facilities; and

(b) to reduce systemic risk.

[34/2012]

Interpretation 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 the participant’s obligations for any unsettled or open market contract to which the participant 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) 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

(b) 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 —

(a) any money, letter of credit, banker’s draft, certified cheque, guarantee or other similar instrument;

(b) any securities;

(c) any unit in a collective investment scheme;

(d) any derivatives contract; or

(e) any other asset of value acceptable to an approved clearing house or a recognised clearing house;

“relevant office holder” means —

(a) the Official Assignee exercising his or her powers under the Insolvency, Restructuring and Dissolution Act 2018;

(b) 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

(c) 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;

[Act 12 of 2024 wef 24/01/2025]

“Singapore recognised clearing house” means a recognised clearing house that is a Singapore corporation.

[34/2012; 4/2017; 40/2018]

[Act 12 of 2024 wef 24/01/2025]

(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 is treated as a market charge under this Part insofar as it has effect for that specified purpose.

[34/2012]

(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 is treated as market collateral under this Part insofar as it has been provided for that specified purpose.

[34/2012]

(4)  Any references in this Part to the law of insolvency is a reference to —

(a) the Insolvency, Restructuring and Dissolution Act 2018; and

(b) [Deleted by Act 40 of 2018]

(c) 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 1970.

[34/2012; 40/2018]

(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.

[34/2012]

Division 1 — Establishment of Clearing Facilities

Requirement for approval or recognition

49.—(1)  A person must not establish or operate a clearing facility, or hold out that the person is operating a clearing facility, unless the person is —

(a) an approved clearing house; or

(b) a recognised clearing house.

[34/2012]

(2)  A person must not hold out that the person is —

(a) an approved clearing house, unless the person is an approved clearing house; or

(b) a recognised clearing house, unless the person is a recognised clearing house.

[34/2012]

(3)  Except with the written approval of the Authority, no person, other than an approved clearing house or a recognised clearing house, may take or use, or have attached to or exhibited at any place —

(a) the title or description “securities clearing house” or “futures clearing house” in any language; or

(b) any title or description which resembles a title or description referred to in paragraph (a).

[34/2012]

(4)  Any person who contravenes subsection (1) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction.

[34/2012]

(5)  Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 and, in the case of a continuing offence, to a further fine not exceeding $2,000 for every day or part of a day during which the offence continues after conviction.

[34/2012]

(6)  Without affecting 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.

[34/2012]

(7)  Without affecting section 337(3) and (4), the Authority may, by written notice, exempt any corporation from subsection (1), subject to such conditions or restrictions as the Authority may specify by written notice, if the Authority is satisfied that the exemption will not detract from the objectives specified in section 47.

[34/2012]

(8)  It is not necessary to publish any exemption granted under subsection (7) in the Gazette.

[34/2012]

(9)  The Authority may, at any time, by written notice —

(a) add to the conditions and restrictions referred to in subsection (7); or

(b) vary or revoke any condition or restriction referred to in that subsection.

[34/2012]

(10)  Every corporation that is granted an exemption under subsection (6) must satisfy every condition or restriction imposed on it under that subsection.

[34/2012]

(11)  Every corporation that is granted an exemption under subsection (7) must, for the duration of the exemption, satisfy every condition or restriction imposed on it under that subsection or subsection (9).

[34/2012]

(12)  Any corporation which contravenes subsection (10) or (11) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

[34/2012]

Application for approval or recognition

50.—(1)  A Singapore corporation may apply to the Authority to be —

(a) approved as an approved clearing house; or

(b) recognised as a recognised clearing house.

[34/2012]

(2)  A foreign corporation may apply to the Authority to be recognised as a recognised clearing house.

[34/2012]

(3)  An application under subsection (1) or (2) must be —

(a) made in such form and manner as the Authority may prescribe; and

(b) accompanied by a non‑refundable prescribed application fee, which must be paid in the manner specified by the Authority.

[34/2012]

(4)  The Authority may require an applicant to provide the Authority with such information or documents as the Authority considers necessary in relation to the application.

[34/2012]

Power of Authority to approve or recognise clearing house

51.—(1)  Where a Singapore corporation has made an application under section 50(1), the Authority may —

(a) in the case of an application to be approved as an approved clearing house, approve the Singapore corporation as an approved clearing house; or

(b) in the case of an application to be recognised as a recognised clearing house, recognise the Singapore corporation as a recognised clearing house.

[34/2012]

(2)  Where a foreign corporation has made an application under section 50(2), the Authority may recognise the corporation as a recognised clearing house.

[34/2012]

(3)  Despite subsection (1), the Authority may, with the consent of the applicant —

(a) 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

(b) 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.

[34/2012]

(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 thinks fit to impose by written notice, including conditions or restrictions, either of a general or specific nature, relating to —

(a) the activities that the corporation may undertake;

(b) the products that may be cleared or settled by any clearing facility established or operated by the corporation; and

(c) the nature of the investors or participants who may use or have an interest in any clearing facility established or operated by the corporation.

[34/2012]

(5)  The Authority may, at any time, by written notice to the corporation, vary any condition or restriction or impose such further condition or restriction as the Authority may think fit.

[34/2012]

(6)  An approved clearing house or a recognised clearing house must, for the duration of the approval or recognition, satisfy every condition or restriction that may be imposed on it under subsection (4) or (5).

[34/2012]

(7)  The Authority must 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.

[34/2012]

(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 —

(a) the corporation has not provided the Authority with such information as the Authority may require, relating to —

(i) the corporation or any person employed by or associated with the corporation for the purposes of the corporation’s business; or

(ii) any circumstances likely to affect the corporation’s manner of conducting business;

(b) any information or document provided by the corporation to the Authority is false or misleading;

(c) the corporation or a substantial shareholder of the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

(d) an enforcement order 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;

[Act 25 of 2021 wef 01/04/2022]

(e) a receiver, a receiver and manager, a judicial manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation or a substantial shareholder of the corporation;

(f) the corporation or a substantial shareholder of the corporation has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with the creditors of the corporation or shareholder (as the case may be) being a compromise or scheme of arrangement that is still in operation;

(g) the corporation, a substantial shareholder of the corporation or any officer of the corporation —

(i) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 1 August 2013, involving fraud or dishonesty or the conviction for which involved a finding that the corporation, shareholder or officer (as the case may be) had acted fraudulently or dishonestly; or

(ii) has been convicted of an offence under this Act committed before, on or after 1 August 2013;

(h) the Authority is not satisfied as to the educational or other qualifications or experience of the officers or employees of the corporation, having regard to the nature of the duties they are to perform in connection with the establishment or operation of any clearing facility;

(i) the corporation fails to satisfy the Authority that the corporation is a fit and proper person or that all of its officers, employees and substantial shareholders are fit and proper persons;

(j) the Authority has reason to believe that the 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;

(k) the Authority is not satisfied as to —

(i) the financial standing of the corporation or any of its substantial shareholders; or

(ii) the manner in which the business of the corporation is to be conducted;

(l) the Authority is not satisfied as to the record of past performance or expertise of the corporation, having regard to the nature of the business which the corporation may carry on in connection with the establishment or operation of any clearing facility;

(m) there are other circumstances which are likely to —

(i) lead to the improper conduct of business by the corporation or any of its officers, employees or substantial shareholders; or

(ii) reflect discredit on the manner of conducting the business of the corporation or any of its substantial shareholders;

(n) 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;

(o) 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

(p) the Authority is of the opinion that it would be contrary to the interests of the public to approve or recognise the corporation.

[34/2012]

(9)  Subject to subsection (10), the Authority must 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.

[34/2012]

(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:

(a) the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

(b) a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation;

(c) the corporation has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 1 August 2013, involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly.

[34/2012]

(11)  The Authority must 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).

[34/2012]

(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 is final.

[34/2012]

(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 of a day during which the offence continues after conviction.

[34/2012]

General 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 —

(a) 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;

(b) whether a foreign corporation referred to in section 50(2) should be recognised as a recognised clearing house; and

(c) 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.

[34/2012]

(2)  Without affecting 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 —

(a) 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

(b) whether the foreign corporation is, in the country or territory in which the head office or principal place of business of the foreign corporation is situated, subject to requirements and supervision comparable, in the degree to which the objectives specified in section 47 are achieved, to the requirements and supervision to which approved clearing houses and recognised clearing houses are subject under this Act.

[34/2012]

(3)  In considering whether a foreign corporation has met the requirements mentioned in subsection (2)(b), the Authority may have regard to —

(a) the relevant laws and practices of the country or territory in which the head office or principal place of business of the foreign corporation is situated; and

(b) the rules and practices of the foreign corporation.

[34/2012]

Annual fees payable by approved clearing house or recognised clearing house

53.—(1)  Every approved clearing house and every recognised clearing house must pay to the Authority such annual fees as may be prescribed in such manner as the Authority may specify.

[34/2012]

(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.

[34/2012]

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).

[34/2012]

(2)  An application under subsection (1) must be —

(a) made in such form and manner as the Authority may prescribe; and

(b) accompanied by a non‑refundable prescribed application fee, which must be paid in the manner specified by the Authority.

[34/2012]

(3)  The Authority may require an applicant to provide the Authority with such information or documents as the Authority considers necessary in relation to the application.

[34/2012]

(4)  The Authority may, 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).

[34/2012]

(5)  Where an application is made by a Singapore corporation under subsection (1), or where a review of the status of a Singapore corporation is conducted by the Authority under subsection (4), the Authority may —

(a) if the 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);

(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

(c) make no change to the status of the corporation as an approved clearing house or a recognised clearing house.

[34/2012]

(6)  Where an application is made under subsection (1), the Authority must not exercise its power under subsection (5)(c) without giving the Singapore corporation an opportunity to be heard.

[34/2012]

(7)  Where a review of the status of a Singapore corporation is conducted by the Authority on its own initiative under subsection (4), the Authority must not exercise its powers under subsection (5)(a) or (b) without giving the corporation an opportunity to be heard.

[34/2012]

(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 is final.

[34/2012]

Cancellation of approval or recognition

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.

[34/2012]

(2)  An application under subsection (1) must be made in such form and manner, and not later than such time, as the Authority may prescribe.

[34/2012]

(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 —

(a) 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

(b) the cancellation of the approval or recognition (as the case may be) will not detract from the objectives specified in section 47.

[34/2012]

Power of Authority to revoke approval and recognition

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 —

(a) there exists at any time a ground under section 51(7) or (8) on which the Authority may refuse an application;

(b) 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 starting on 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;

(c) the corporation ceases to operate its clearing facility or, where it operates more than one clearing facility, all of its clearing facilities;

(d) the corporation contravenes —

(i) any condition or restriction applicable in respect of its approval or recognition, as the case may be;

(ii) any direction issued to it by the Authority under this Act; or

(iii) any provision in this Act;

(da) upon the Authority exercising any power under section 81SAA(2) or the Minister exercising any power under Division 2, 4, 5 or 6 of Part 8 of the Financial Services and Markets Act 2022 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;

[Act 18 of 2022 wef 10/05/2024]

(e) the corporation operates in a manner that is, in the opinion of the Authority, contrary to the interests of the public; or

(f) any information or document provided by the corporation to the Authority is false or misleading.

[34/2012; 10/2013; 4/2017; 31/2017]

(2)  Subject to subsection (3), the Authority must 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.

[34/2012]

(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:

(a) the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

(b) a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation;

(c) the corporation has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 1 August 2013, involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly.

[34/2012]

(4)  For the purposes of subsection (1)(c), a corporation is deemed to have ceased to operate its clearing facility if —

(a) 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

(b) it has ceased to operate the clearing facility under a direction issued by the Authority under section 81R.

[34/2012]

(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 is final.

[34/2012]

(6)  Despite the lodging of an appeal under subsection (5), any action taken by the Authority under this section continues to have effect pending the Minister’s decision.

[34/2012]

(7)  The Minister may, when deciding an appeal under subsection (5), make such modification as he or she considers necessary to any action taken by the Authority under this section, and the modified action has effect from the date of the decision of the Minister.

[34/2012]

(8)  Any revocation under subsection (1) or (3) of the approval or recognition of a corporation under section 51(1) or (2) does not operate so as to —

(a) avoid or affect any agreement, transaction or arrangement entered into in connection with the use of 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

(b) affect any right, obligation or liability arising under any such agreement, transaction or arrangement.

[34/2012]

(9)  The Authority must give notice in the Gazette of any revocation under subsection (1) or (3) of any approval or recognition of a corporation under section 51(1) or (2).

[34/2012]

Division 2 — Regulation of Approved Clearing Houses

Subdivision (1) — Obligations of approved clearing houses

General obligations

57.—(1)  An approved clearing house —

(a) must operate a safe and efficient clearing facility;

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

(c) in discharging its obligations under this Act, must not act contrary to the interests of the public, having particular regard to the interests of the investing public;

(d) must 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;

(e) must maintain business rules that make satisfactory provision for —

(i) the clearing facility to be operated in a safe and efficient manner; and

(ii) the proper regulation and supervision of its members;

(f) must enforce compliance by its members with its business rules;

(g) must have sufficient financial, human and system resources —

(i) to operate a safe and efficient clearing facility;

(ii) to meet contingencies or disasters; and

(iii) to provide adequate security arrangements;

(h) must maintain governance arrangements that are adequate for the clearing facility to be operated in a safe and efficient manner; and

(i) must ensure that it appoints or employs fit and proper persons as its chairperson, chief executive officer, directors and key management officers.

[34/2012]

(2)  The obligations imposed on an approved clearing house under this Act apply to all facilities for clearing or settlement operated by the approved clearing house.

[34/2012]

(3)  Despite subsection (2), the Authority may by written notice 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.

[34/2012]

(4)  It is not necessary to publish any exemption granted under subsection (3) in the Gazette.

[34/2012]

(5)  In subsection (1)(g), “contingencies or disasters” includes technical disruptions occurring within automated systems.

[34/2012]

Obligation to notify Authority of certain matters

58.—(1)  An approved clearing house must, as soon as practicable after the occurrence of any of the following circumstances, give the Authority notice of the circumstance:

(a) any material change to the information provided by the approved clearing house in its application under section 50(1) or 54(1);

(b) the carrying on of any business (called in this section a proscribed business) by the approved clearing house other than such business or such class of businesses prescribed by regulations made under section 81Q;

(c) the acquisition by the approved clearing house of a substantial shareholding in any corporation (called in this section a proscribed corporation) that carries on any business other than such business or such class of businesses prescribed by regulations made under section 81Q;

(d) the approved clearing house becoming aware of any financial irregularity or other matter which in its opinion —

(i) may affect its ability to discharge its financial obligations; or

(ii) may affect the ability of a member of the approved clearing house to meet its financial obligations to the approved clearing house;

(e) the approved clearing house reprimanding, fining, suspending, expelling or otherwise taking disciplinary action against a member of the approved clearing house;

(f) any other matter that the Authority may —

(i) prescribe by regulations made under section 81Q for the purposes of this paragraph; or

(ii) specify by written notice to the approved clearing house in any particular case.

[34/2012; 4/2017]

(2)  Without limiting 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 —

(a) where the notice relates to a matter referred to in subsection (1)(b) —

(i) to cease carrying on the proscribed business; or

(ii) to carry on the proscribed business subject to such conditions or restrictions as the Authority may impose, if the Authority is of the opinion that this is necessary for any purpose referred to in section 81R(1); or

(b) where the notice relates to a matter referred to in subsection (1)(c) —

(i) 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

(ii) 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).

[34/2012]

(3)  An approved clearing house must comply with every direction issued to it under subsection (2) despite anything to the contrary in the Companies Act 1967 or any other law.

[34/2012]

(4)  An approved clearing house must 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.

[34/2012]

(5)  An approved clearing house must notify the Authority of any matter that the Authority may specify by written notice to the approved clearing house, no later than such time as the Authority may specify in that notice.

[34/2012; 4/2017]

Obligation to manage risks prudently, etc.

59.  Without limiting section 57(1)(b), an approved clearing house must ensure that the systems and controls concerning the assessment and management of risks of the clearing facility that the approved clearing house operates are adequate and appropriate for the scale and nature of its operations.

[4/2017]

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

60.—(1)  Without affecting sections 81Q and 341, the Authority may make regulations —

(a) 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;

(b) 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;

(c) relating to how the approved clearing house may invest the money or assets referred to in paragraph (a); and

(d) for any other purpose relating to the handling of the money and assets referred to in paragraph (a).

[34/2012]

(2)  Regulations made under this section may provide —

(a) that a contravention of any specified provision thereof shall be an offence; and

(b) 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 of a day during which the offence continues after conviction.

[34/2012]

Obligation to maintain proper records

61.—(1)  An approved clearing house must maintain a record of all transactions effected through its clearing facility.

[34/2012]

(2)  The Authority may prescribe by regulations made under section 81Q —

(a) the form and manner in which the record referred to in subsection (1) must be maintained;

(b) the extent to which the record includes details of each transaction; and

(c) the period of time that the record is to be maintained.

[34/2012]

Obligation to submit periodic reports

62.  An approved clearing house must submit to the Authority such reports in such form and manner, and at such frequency, as the Authority may prescribe.

[34/2012]

Obligation to assist Authority

63.  An approved clearing house must provide such assistance to the Authority as the Authority may require for the performance of the functions and duties of the Authority, including —

(a) the furnishing of such returns as the Authority may require for the proper administration of this Act; and

(b) the provision of —

(i) such books and information as the Authority may require for the proper administration of this Act, being books and information —

(A) relating to the business of the approved clearing house; or

(B) in respect of any transaction or class of transactions cleared or settled by the approved clearing house; and

(ii) such other information as the Authority may require for the proper administration of this Act.

[34/2012]

Obligation to maintain confidentiality

64.—(1)  Subject to subsection (2), an approved clearing house and its officers and employees must maintain, and aid in maintaining, confidentiality of all user information that —

(a) comes to the knowledge of the approved clearing house or any of its officers or employees; or

(b) is in the possession of the approved clearing house or any of its officers or employees.

[34/2012]

(2)  Subsection (1) does not apply to —

(a) the disclosure of user information for such purposes, or in such circumstances, as the Authority may prescribe;

(b) any disclosure of user information which is authorised by the Authority to be disclosed or provided; or

(c) the disclosure of user information pursuant to any requirement imposed under any written law or order of court in Singapore.

[34/2012]

(3)  To avoid doubt, nothing in this section is to 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.

[34/2012]

Penalties under this Subdivision

65.  Any approved clearing house which contravenes section 57(1), 58(1) or (3), 59, 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 of a day during which the offence continues after conviction.

[34/2012; 4/2017]

Subdivision (2) — Rules of approved clearing houses

Business rules of approved clearing houses

66.—(1)  Without limiting sections 57 and 81Q —

(a) the Authority may prescribe the matters that an approved clearing house must provide for in the business rules of the approved clearing house; and

(b) the approved clearing house must provide for those matters in its business rules.

[34/2012]

(2)  An approved clearing house must not make any amendment to its business rules unless it complies with such requirements as the Authority may prescribe.

[34/2012]

(3)  In this Subdivision, any reference to an amendment to a business rule is to be construed as a reference to a change to the scope of, or to any requirement, obligation or restriction under, the business rule, 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.

[34/2012]

(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 of a day during which the offence continues after conviction.

[34/2012]

Business rules of approved clearing houses have effect as contract

67.—(1)  The business rules of an approved clearing house are treated as, and are to operate as, a binding contract —

(a) between the approved clearing house and each issuer;

(b) between the approved clearing house and each participant;

(c) between each issuer and each participant; and

(d) between each participant and every other participant.

[4/2017]

(2)  The approved clearing house, each issuer and each participant are treated as having agreed to observe, and to perform the obligations under, the provisions of the business rules that are in force for the time being, so far as those provisions are applicable to the approved clearing house, issuer or participant, as the case may be.

[4/2017]

(3)  In this section, “issuer” means a person who issued or made available, or proposes to issue or make available, securities, securities‑based derivatives contracts or units in a collective investment scheme that are cleared or settled by the approved clearing house.

[4/2017]

Power of court to order observance or enforcement of business rules

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 General Division of 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 firstmentioned person an opportunity to be heard, make an order directing the firstmentioned person to comply with, observe, enforce or give effect to those business rules.

[34/2012; 40/2019]

(2)  In this section, “person” includes an approved clearing house.

[34/2012]

(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).

[34/2012]

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

69.  Any failure by an approved clearing house to comply with this Act or its business rules in relation to a matter does not prevent the matter from being treated, for the purposes of this Act, as done in accordance with the business rules, so long as the failure does not substantially affect the rights of any person entitled to require compliance with the business rules.

[34/2012]

Subdivision (3) — Matters requiring approval of Authority

Control of substantial shareholding in approved clearing house

70.—(1)  A person must not enter into any agreement to acquire shares in an approved clearing house, being an agreement by virtue of which the person 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.

[34/2012]

(2)  A person must not become either of the following without first obtaining the approval of the Authority:

(a) a 12% controller of an approved clearing house;

(b) a 20% controller of an approved clearing house.

[34/2012]

(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 the person’s associates —

(a) holds not less than 12% of the shares in the approved clearing house; or

(b) 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 the person’s associates —

(a) holds not less than 20% of the shares in the approved clearing house; or

(b) is in a position to control not less than 20% of the votes in the approved clearing house.

[34/2012]

(4)  In this section —

(a) a person holds a share if —

(i) the person is deemed to have an interest in that share under section 7(6) to (10) of the Companies Act 1967; or

(ii) the person otherwise has a legal or an equitable interest in that share, except such interest as is to be disregarded under section 7(6) to (10) of the Companies Act 1967;

(b) a reference to the control of a percentage of the votes in an approved clearing house is to be construed as a reference to the control, whether direct or indirect, of that percentage of the total number of votes that might be cast in a general meeting of the approved clearing house; and

(c) a person, A, is an associate of another person, B, if —

(i) A is the spouse, a parent, remoter lineal ancestor or step‑parent, a son, daughter, remoter issue, stepson or stepdaughter or a brother or sister of B;

(ii) A is a body corporate that is, or a majority of the directors of which are, accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of B;

(iii) [Deleted by Act 35 of 2014]

(iv) 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;

(v) A is a subsidiary of B;

(vi) [Deleted by Act 35 of 2014]

(vii) 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

(viii) [Deleted by Act 35 of 2014]

(ix) 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.

[34/2012; 35/2014]

(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.

[34/2012]

(6)  Without affecting 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 written notice, 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.

[34/2012]

(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 despite anything to the contrary in the Companies Act 1967 or the memorandum or articles of association or other constituent document or documents of the approved clearing house —

(a) no voting rights are exercisable in respect of the shares which are the subject of the direction;

(b) the approved clearing house must 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

(c) except in a liquidation of the approved clearing house, the approved clearing house must 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.

[34/2012]

(8)  Any issue of shares by an approved clearing house in contravention of subsection (7)(b) is deemed to be void, and a person to whom a direction has been issued under subsection (6) must immediately return those shares to the approved clearing house, upon which the approved clearing house must return to the person any payment received from the person in respect of those shares.

[34/2012]

(9)  Any payment made by an approved clearing house in contravention of subsection (7)(c) is deemed to be void, and a person to whom a direction has been issued under subsection (6) must immediately return the payment that the person has received to the approved clearing house.

[34/2012]

(10)  Without affecting 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:

(a) any person or class of persons;

(b) any class or description of shares or interests in shares.

[34/2012]

(11)  Without affecting sections 81SB(2) and 337(3) and (4), the Authority may, by written notice, 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 written notice.

[34/2012]

(12)  It is not necessary to publish any exemption granted under subsection (11) in the Gazette.

[34/2012]

(13)  Any person who contravenes subsection (1) or (2), or any condition or restriction imposed by the Authority under subsection (5), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.

[34/2012]

(14)  Any person who contravenes subsection (7)(b) or (c), (8) or (9) or any direction issued by the Authority under subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

[34/2012]

Approval of chairperson, chief executive officer, director and key persons

71.—(1)  An approved clearing house must not appoint a person as its chairperson, chief executive officer or director unless the approved clearing house has obtained the approval of the Authority.

[34/2012]

(2)  The Authority may, by written notice, 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 must comply with the notice.

[34/2012]

(3)  An application for approval under subsection (1) or (2) must be made in such form and manner as the Authority may specify.

[34/2012]

[Act 12 of 2024 wef 30/08/2024]

(4)  Without limiting 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 may be prescribed by regulations made under section 81Q or notified by the Authority to the approved clearing house in writing.

[34/2012]

[Act 12 of 2024 wef 30/08/2024]

(5)  Subject to subsection (6), the Authority must not refuse an application for approval under this section without giving the approved clearing house an opportunity to be heard.

[34/2012]

(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:

(a) the person is an undischarged bankrupt, whether in Singapore or elsewhere;

(b) the person has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 1 August 2013 —

(i) involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly; and

(ii) punishable with imprisonment for a term of 3 months or more.

[34/2012]

(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.

[34/2012]

(8)  An approved clearing house must, as soon as practicable, give written notice to the Authority of the resignation or removal of its chairperson, 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).

[34/2012]

(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.

[34/2012]

(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.

[34/2012]

(11)  Without affecting 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.

[34/2012]

(12)  Without affecting sections 81SB(2) and 337(3) and (4), the Authority may, by written notice, exempt any approved clearing house from complying with subsection (1) or (8), subject to such conditions or restrictions as the Authority may specify by written notice.

[34/2012]

(13)  It is not necessary to publish any exemption granted under subsection (12) in the Gazette.

[34/2012]

(14)  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 exceeding $20,000 for every day or part of a day during which the offence continues after conviction.

[34/2012; 4/2017]

Listing of approved clearing houses on organised market

72.—(1)  The securities or securities‑based derivatives contracts of an approved clearing house must not be listed for quotation on an organised market that is operated by any of its related corporations, unless the approved clearing house and the operator of the organised market have entered into such arrangements as the Authority may require —

(a) for dealing with possible conflicts of interest that may arise from such listing; and

(b) for the purpose of ensuring the integrity of the trading of the securities or securities‑based derivatives contracts (as the case may be) of the approved clearing house.

[4/2017]

(2)  Where the securities or securities‑based derivatives contracts of an approved clearing house are listed for quotation on an organised market operated by any of its related corporations, the Authority may act in place of the operator of the organised market in making decisions and taking action, or require the operator of the organised market to make decisions and to take action on behalf of the Authority, on —

(a) the admission of the approved clearing house to, or the removal of the approved clearing house from, the official list of the organised market; and

(b) the granting of approval for the securities or securities‑based derivatives contracts (as the case may be) of the approved clearing house to be, or the stopping or suspending of the securities or securities‑based derivatives contracts (as the case may be) of the approved clearing house from being, listed for quotation or quoted on the organised market.

[4/2017]

(3)  The Authority may, by written notice to the operator of the organised market —

(a) modify the listing rules of the organised market for the purpose of their application to the listing for quotation or trading of the securities or securities‑based derivatives contracts of the approved clearing house; or

(b) waive the application of any listing rule of the organised market to the approved clearing house.

[4/2017]

(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 of a day during which the offence continues after conviction.

[34/2012]

Auditors of approved clearing houses — appointment and duties

73.—(1)  Despite any other provision of this Act or any other written law, every approved clearing house must —

(a) on an annual basis, appoint an auditor and obtain the approval of the Authority to such appointment; and

(b) where, for any reason, the auditor ceases to act for the approved clearing house, as soon as practicable thereafter, appoint another auditor and obtain the approval of the Authority to such appointment.

(2)  An auditor must not be approved by the Authority as an auditor for an approved clearing house unless the auditor is able to comply with such conditions in relation to the discharge of an auditor’s duties as the Authority may determine.

(3)  The Authority may appoint an auditor for an approved clearing house —

(a) if the approved clearing house fails to appoint an auditor in accordance with subsection (1); or

(b) if the Authority considers it desirable that another auditor should act with an auditor for the approved clearing house appointed under subsection (1),

and may at any time fix the remuneration to be paid by the approved clearing house to that auditor.

(4)  The duties of an auditor appointed under subsections (1) and (3) are —

(a) to carry out, for the year in respect of which the auditor is appointed, an audit of the accounts of the approved clearing house; and

(b) to make a report in respect of the latest financial statements of the approved clearing house or, where the approved clearing house is a parent company for which consolidated financial statements are prepared, the consolidated financial statements, in accordance with section 207 of the Companies Act 1967.

(5)  The Authority may, by written notice, impose all or any of the following duties on an auditor in addition to those in subsection (4):

(a) a duty to submit to the Authority such additional information in relation to the auditor’s audit as the Authority considers necessary;

(b) a duty to enlarge or extend the scope of the auditor’s audit of the business and affairs of the approved clearing house;

(c) a duty to carry out any other examination or establish any procedure in any particular case;

(d) a duty to submit to the Authority a report on any of the matters mentioned in paragraphs (b) and (c).

(6)  An auditor to whom a notice is given under subsection (5) must comply with each direction specified in the notice.

(7)  The approved clearing house must remunerate the auditor in respect of the discharge by the auditor of the duties mentioned in subsection (5).

(8)  Despite any other provision of this Act or the provisions of the Companies Act 1967, the Authority may, if it is not satisfied with the performance of any duty by an auditor of an approved clearing house, at any time —

(a) direct the approved clearing house to remove the auditor; and

(b) direct the approved clearing house to appoint another auditor approved by the Authority, as soon as practicable after the removal,

and the approved clearing house must comply with such direction.

(9)  If an auditor discloses in good faith to the Authority any information mentioned in subsection (5)(a) or report mentioned in subsection (5)(d), the disclosure is not to be treated as a breach of any restriction on the disclosure imposed by any law, contract or rules of professional conduct, and the auditor is not liable for any loss arising from the disclosure or any act or omission as a result of the disclosure.

(10)  An approved clearing house that 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 of a day during which the offence continues after conviction.

(11)  An approved clearing house that fails to comply with a direction under subsection (8) 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 of a day during which the offence continues after conviction.

(12)  Any auditor who fails to carry out any duty mentioned in subsection (4), or who fails to comply with subsection (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 of a day during which the offence continues after conviction.

[Act 12 of 2024 wef 24/01/2025]

Auditors of approved clearing houses to report certain matters and irregularities to Authority

73A.—(1)  If an auditor of an approved clearing house, in the course of performing the auditor’s duties mentioned in section 73(4) or (5), becomes aware of any matter or irregularity mentioned in the following paragraphs, the auditor must immediately send to the Authority a written report of that matter or irregularity:

(a) any matter that, in the auditor’s opinion, adversely affects or may adversely affect the financial position of the approved clearing house to a material extent;

(b) any matter that, in the auditor’s opinion, constitutes or may constitute a breach of any provision of this Act or an offence involving fraud or dishonesty;

(c) any irregularity that has or may have a material effect upon the accounts of the 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 is not, in the absence of malice on the auditor’s part, liable to any action for defamation at the suit of any person in respect of any statement made in the auditor’s report under subsection (1).

(3)  Subsection (2) does not restrict or affect any right, privilege or immunity that the auditor of an approved clearing house may have, apart from this section, as a defendant in an action for defamation.

[Act 12 of 2024 wef 24/01/2025]

Power of Authority to appoint auditor to examine and audit books of approved clearing house

73B.—(1)  Where —

(a) an approved clearing house is required under section 62 to submit to the Authority an auditor’s report but fails to do so; or

(b) the Authority receives a report under section 73A(1),

the Authority may, without affecting its powers under section 73, if it is satisfied that it is in the interests of the approved clearing house, the participants of the approved clearing house 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 approved clearing house.

(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 approved clearing house, the Authority may, in writing, direct the approved clearing house 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 an approved clearing house 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.

(4)  An auditor appointed under subsection (1) must, on the conclusion of the examination and audit, submit a report to the Authority.

[Act 12 of 2024 wef 24/01/2025]

Restriction on auditor’s and employee’s right to communicate certain matters

73C.  Except as may be necessary for carrying into effect 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 who is carrying out any duty imposed under section 73(5) or who is appointed under section 73B, or any employee of such auditor, must not disclose any information which may come to his or her knowledge or possession in the course of performing his or her duties as such auditor or employee (as the case may be) to any person other than —

(a) the Authority;

(b) in the case of an employee of such auditor, the auditor; and

(c) any other person authorised by the Authority in writing to receive such information.

[Act 12 of 2024 wef 24/01/2025]

Subdivision (4) — Immunity

Immunity from 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).

[34/2012]

(2)  For the purposes of subsection (1), the specified person is any person acting on behalf of the approved clearing house, including —

(a) any director of the approved clearing house; or

(b) any member of any committee established by the approved clearing house.

[34/2012]

Division 3 — Regulation of Recognised Clearing Houses

General obligations

75.—(1)  A recognised clearing house —

(a) must operate a safe and efficient clearing facility;

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

(c) in discharging its obligations under this Act, must not act contrary to the interests of the public, having particular regard to the interests of the investing public;

(d) must 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;

(e) must maintain business rules that make satisfactory provision for —

(i) the clearing facility to be operated in a safe and efficient manner; and

(ii) the proper regulation and supervision of its members;

(f) must enforce compliance by its members with its business rules;

(g) must have sufficient financial, human and system resources —

(i) to operate a safe and efficient clearing facility;

(ii) to meet contingencies or disasters; and

(iii) to provide adequate security arrangements;

(h) must maintain governance arrangements that are adequate for the clearing facility to be operated in a safe and efficient manner; and

(i) must ensure that it appoints or employs fit and proper persons as its chairperson, chief executive officer, directors and key management officers.

[34/2012]

(2)  The obligations imposed on a recognised clearing house under this Act apply to all facilities for clearing or settlement operated by the recognised clearing house.

[34/2012]

(3)  Despite subsection (2), the Authority may by written notice 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.

[34/2012]

(4)  It is not necessary to publish any exemption granted under subsection (3) in the Gazette.

[34/2012]

(5)  In subsection (1)(g), “contingencies or disasters” includes technical disruptions occurring within automated systems.

[34/2012]

Obligation to notify Authority of certain matters

76.—(1)  A recognised clearing house must, as soon as practicable after the occurrence of any of the following circumstances, give the Authority notice of the circumstance:

(a) any material change to the information provided by the recognised clearing house in its application under section 50(1) or (2) or 54(1);

(b) the recognised clearing house becoming aware of any financial irregularity or other matter which in its opinion —

(i) may affect its ability to discharge its financial obligations; or

(ii) may affect the ability of a member of the recognised clearing house to meet its financial obligations to the recognised clearing house;

(c) any other matter that the Authority may —

(i) prescribe by regulations made under section 81Q for the purposes of this paragraph; or

(ii) specify by written notice to the recognised clearing house in any particular case.

[34/2012]

(2)  A recognised clearing house must 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.

[34/2012]

(3)  A recognised clearing house must notify the Authority of any matter that the Authority may specify by written notice to the recognised clearing house, no later than such time as the Authority may specify in that notice.

[34/2012]

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

77.—(1)  Without affecting sections 81Q and 341, the Authority may make regulations —

(a) 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;

(b) 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;

(c) relating to how the recognised clearing house may invest the money or assets referred to in paragraph (a); and

(d) for any other purpose relating to the handling of the money or assets referred to in paragraph (a).

[34/2012]

(2)  Regulations made under this section may provide —

(a) that a contravention of any specified provision thereof shall be an offence; and

(b) 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 of a day during which the offence continues after conviction.

[34/2012]

Obligation to maintain proper records

78.—(1)  A recognised clearing house must maintain a record of all transactions effected through its clearing facility.

[34/2012]

(2)  The Authority may prescribe by regulations made under section 81Q —

(a) the form and manner in which the record referred to in subsection (1) must be maintained;

(b) the extent to which the record includes details of each transaction; and

(c) the period of time that the record is to be maintained.

[34/2012]

Obligation to submit periodic reports

79.  A recognised clearing house must submit to the Authority such reports in such form and manner, and at such frequency, as the Authority may prescribe.

[34/2012]

Obligation to assist Authority

80.  A recognised clearing house must provide such assistance to the Authority as the Authority may require for the performance of the functions and duties of the Authority, including —

(a) the furnishing of such returns as the Authority may require for the proper administration of this Act; and

(b) the provision of —

(i) such books and information as the Authority may require for the proper administration of this Act, being books and information —

(A) relating to the business of the recognised clearing house; or

(B) in respect of any transaction or class of transactions cleared or settled by the recognised clearing house; and

(ii) such other information as the Authority may require for the proper administration of this Act.

[34/2012]

Obligation to maintain confidentiality

81.—(1)  Subject to subsection (2), a recognised clearing house and its officers and employees must maintain, and aid in maintaining, confidentiality of all user information that —

(a) comes to the knowledge of the recognised clearing house or any of its officers or employees; or

(b) is in the possession of the recognised clearing house or any of its officers or employees.

[34/2012]

(2)  Subsection (1) does not apply to —

(a) the disclosure of user information for such purposes, or in such circumstances, as the Authority may prescribe;

(b) any disclosure of user information which is authorised by the Authority to be disclosed or provided; or

(c) the disclosure of user information pursuant to any requirement imposed under any written law or order of court in Singapore.

[34/2012]

(3)  To avoid doubt, nothing in this section is to 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.

[34/2012]

Control of shareholding in Singapore recognised clearing house

81AA.—(1)  A person must not become a 20% controller of a Singapore recognised clearing house without first obtaining the approval of the Authority.

(2)  In this section and section 81AB, “20% controller”, in relation to a Singapore recognised clearing house, means a person who, alone or together with the person’s associates —

(a) holds not less than 20% of the shares in the Singapore recognised clearing house; or

(b) is in a position to control not less than 20% of the votes in the Singapore recognised clearing house.

(3)  In this section —

(a) a person holds a share if —

(i) the person is deemed to have an interest in that share under section 7(6) to (10) of the Companies Act 1967; or

(ii) the person otherwise has a legal or an equitable interest in that share, except such interest as is to be disregarded under section 7(6) to (10) of the Companies Act 1967;

(b) a reference to the control of a percentage of the votes in a Singapore recognised clearing house is 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 Singapore recognised clearing house; and

(c) a person (A) is an associate of another person (B) if —

(i) A is the spouse, a parent, remoter lineal ancestor or step-parent, a son, daughter, remoter issue, step-son or step-daughter or a brother or sister of B;

(ii) A is a body corporate that is, or a majority of the directors of which are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B;

(iii) A is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B;

(iv) A is a subsidiary of B;

(v) A is a body corporate in which B, whether alone or together with other associates of B as described in sub-paragraphs (ii), (iii) and (iv), is in a position to control not less than 20% of the votes in A; or

(vi) A is a person with whom B has an agreement or arrangement, whether oral or in writing and whether express or implied, to act together with respect to the acquisition, holding or disposal of shares or other interests in, or with respect to the exercise of their votes in relation to, the Singapore recognised clearing house.

(4)  The Authority may grant its approval mentioned in subsection (1) subject to such conditions or restrictions as the Authority may impose.

(5)  Without affecting subsection (12), the Authority may, for the purposes of securing compliance with subsection (1) or any condition or restriction imposed under subsection (4), by written notice, direct the transfer or disposal of all or any of the shares of a Singapore recognised clearing house in which a 20% controller of the Singapore recognised clearing house has an interest.

(6)  Until a person to whom a direction has been issued under subsection (5) transfers or disposes of the shares that are the subject of the direction, and despite anything to the contrary in the Companies Act 1967 or the constitution or other constituent document or documents of the Singapore recognised clearing house —

(a) no voting rights are exercisable in respect of the shares that are the subject of the direction;

(b) the Singapore recognised clearing house must not offer or issue any shares (whether by way of rights, bonus, share dividend or otherwise) in respect of the shares that are the subject of the direction; and

(c) except in a liquidation of the Singapore recognised clearing house, the Singapore recognised clearing house must not make any payment (whether by way of cash dividend, dividend in kind or otherwise) in respect of the shares that are the subject of the direction.

(7)  Any issue of shares by a Singapore recognised clearing house in contravention of subsection (6)(b) is void, and a person to whom a direction has been issued under subsection (5) must immediately return those shares to the Singapore recognised clearing house, upon which the Singapore recognised clearing house must return to the person any payment received from the person in respect of those shares.

(8)  Any payment made by a Singapore recognised clearing house in contravention of subsection (6)(c) is void, and a person to whom a direction has been issued under subsection (5) must immediately return the payment the person has received to the Singapore recognised clearing house.

(9)  The Authority may, by regulations made under section 81Q, exempt —

(a) any person or class of persons; or

(b) any class or description of shares or interests in shares,

from the requirement under subsection (1), subject to such conditions or restrictions as may be prescribed in those regulations.

(10)  The Authority may, by written notice, exempt any person, shares or interests in shares from subsection (1), subject to such conditions or restrictions as the Authority may specify by written notice.

(11)  It is not necessary to publish any exemption granted under subsection (10) in the Gazette.

(12)  Any person who contravenes subsection (1), or any condition or restriction imposed by the Authority under subsection (4), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

(13)  Any person who contravenes subsection (6)(b) or (c), (7) or (8) or any direction issued by the Authority under subsection (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 of a day during which the offence continues after conviction.

[Act 12 of 2024 wef 24/01/2025]

Objection to control of Singapore recognised clearing house

81AB.—(1)  The Authority may serve a written notice of objection on —

(a) any person required to obtain the Authority’s approval or who has obtained the approval under section 81AA; or

(b) any person who, whether before, on or after the date of commencement of section 47 of the Financial Institutions (Miscellaneous Amendments) Act 2024, is a 20% controller of a Singapore recognised clearing house,

if the Authority is satisfied that —

(c) any condition of approval imposed on the person under section 81AA(4) has not been complied with;

(d) the person is not or ceases to be a fit and proper person to be a 20% controller of the Singapore recognised clearing house;

(e) having regard to the likely influence of the person, the Singapore recognised clearing house 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;

(f) the person does not or ceases to satisfy such criteria as may be prescribed;

(g) the person has provided false or misleading information or documents in connection with an application under section 81AA; or

(h) the Authority would not have granted its approval under section 81AA had it been aware, at that time, of circumstances relevant to the person’s application for such approval.

(2)  The Authority must not serve a notice of objection on any person without giving the person an opportunity to be heard, except in the following circumstances:

(a) the person is in the course of being wound up or otherwise dissolved or, in the case of an individual, is an undischarged bankrupt whether in Singapore or elsewhere;

(b) a receiver, a receiver and manager, a judicial manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the person;

(c) a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against the person;

(d) the person has been convicted, whether in Singapore or elsewhere, of any offence involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly.

(3)  The Authority must, in any written notice of objection, specify a reasonable period within which the person to be served the written notice of objection must —

(a) take such steps as are necessary to ensure that the person ceases to be a 20% controller of a Singapore recognised clearing house; or

(b) comply with such other requirements as the Authority may specify.

(4)  Any person served with a notice of objection under this section must comply with the notice.

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

[Act 12 of 2024 wef 24/01/2025]

Chairperson, chief executive officer, director and key persons, etc., of Singapore recognised clearing house

81AC.—(1)  A Singapore recognised clearing house must not appoint a person as its chairperson, chief executive officer or director unless the Singapore recognised clearing house has obtained the approval of the Authority.

(2)  The Authority may, by written notice, require a Singapore recognised clearing house to obtain the approval of the Authority for the appointment of any person to any key management position or committee of the Singapore recognised clearing house, and the Singapore recognised clearing house must comply with the notice.

(3)  An application for approval under subsection (1) or (2) must be made in such form and manner as the Authority may specify.

(4)  The Authority may, in determining whether to grant its approval under subsection (1) or (2), have regard to such criteria as the Authority may prescribe by regulations made under section 81Q or notify the Singapore recognised clearing house in writing, or to any other matter that the Authority may consider relevant.

(5)  Subject to subsection (6), the Authority must not refuse an application for approval under this section without giving the Singapore recognised 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 Singapore recognised clearing house an opportunity to be heard:

(a) the person is an undischarged bankrupt, whether in Singapore or elsewhere;

(b) the person has been convicted, whether in Singapore or elsewhere, of an offence, committed before, on or after the date of commencement of section 47 of the Financial Institutions (Miscellaneous Amendments) Act 2024 —

(i) involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly; and

(ii) punishable with imprisonment for a term of 3 months or more.

(7)  Where the Authority refuses an application for approval under this section, the Authority need not give the person who was proposed to be appointed an opportunity to be heard.

(8)  A Singapore recognised clearing house must, as soon as practicable, give written notice to the Authority of the resignation or removal of its chairperson, chief executive officer or director, or of any person mentioned in any notice issued by the Authority to the Singapore recognised 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 a Singapore recognised clearing house.

(10)  In this section, “committee” includes any committee of directors, disciplinary committee or appeals committee of a Singapore recognised clearing house, or any body responsible for disciplinary action against a member of a Singapore recognised clearing house.

(11)  The Authority may, by regulations made under section 81Q, exempt any Singapore recognised clearing house or class of Singapore recognised clearing houses from complying with subsection (1) or (8), subject to such conditions or restrictions as the Authority may prescribe in those regulations.

(12)  The Authority may, by written notice, exempt any Singapore recognised clearing house from complying with subsection (1) or (8), subject to such conditions or restrictions as the Authority may specify by written notice.

(13)  It is not necessary to publish any exemption granted under subsection (12) in the Gazette.

(14)  Any Singapore recognised 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 $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

[Act 12 of 2024 wef 24/01/2025]

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 of a day during which the offence continues after conviction.

[34/2012]

Division 4 — Insolvency

Application of this Division

81B.  This Division applies 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 the Authority may prescribe.

[34/2012]

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

81C.—(1)  The following are not 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) a market contract;

(b) a disposition of property pursuant to a market contract;

(c) the provision of market collateral;

(d) 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;

(e) 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;

(f) 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;

(g) a disposition of property for the purpose of enforcing a market charge;

(h) a market charge;

(i) any default proceedings.

[34/2012]

(2)  A relevant office holder, or a court applying the law relating to insolvency in Singapore, must not exercise his, her or its power to prevent, or interfere with —

(a) 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

(b) any default proceedings.

[34/2012]

(3)  Subsection (2) does 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).

[34/2012]

(4)  Where a participant which is also a bank licensed under the Banking Act 1970 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 2002 have priority over any unsecured liabilities of the bank arising from and after the settlement of market contracts.

[34/2012]

(4A)  Where a participant that is also a merchant bank licensed under the Banking Act 1970 becomes insolvent, the liabilities of the merchant bank accorded priority under section 62B of that Act and the Payment and Settlement Systems (Finality and Netting) Act 2002 have priorities over any unsecured liabilities of the merchant bank arising from and after the settlement of market contracts.

[1/2020]

(5)  To avoid doubt, subsection (4) does not affect the settlement of market contracts in accordance with the business rules of an approved clearing house or a recognised clearing house.

[34/2012]

Supplementary provisions as to default proceedings

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 or her office that are affected by default proceedings, if default proceedings have been, could be, or could have been, taken.

[34/2012]

(2)  The functions of the relevant office holder are to be construed subject to an order made under subsection (1).

[34/2012]

(3)  Section 210 of the Companies Act 1967 and sections 71, 129, 130(2), 133(1), 170(1), 187, 276, 325 and 327 of the Insolvency, Restructuring and Dissolution Act 2018 do not prevent, or interfere with, any default proceedings.

[40/2018]

Duty to report on completion of default proceedings

81E.—(1)  An approved clearing house or a recognised clearing house —

(a) must, 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 —

(i) the net sum (if any) certified by it to be payable by or to the defaulter; or

(ii) the fact that no sum is so payable; and

(b) may include in that report such other particulars in respect of those proceedings as it thinks fit.

[34/2012]

(2)  An approved clearing house, or a recognised clearing house, which has made a report under subsection (1) must supply the report to —

(a) the Authority;

(b) any relevant office holder acting in relation to —

(i) the defaulter to whom the report relates; or

(ii) the estate of that defaulter; and

(c) where there is no relevant office holder referred to in paragraph (b), the defaulter to whom the report relates.

[34/2012]

(3)  The approved clearing house or recognised clearing house must 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.

[34/2012]

(4)  Where a relevant office holder or defaulter receives under subsection (2) a report made under subsection (1), the relevant office holder or defaulter must, at the request of a creditor of the defaulter to whom the report relates —

(a) make the report available for inspection by the creditor; and

(b) 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.

[34/2012]

(5)  In subsections (2), (3) and (4), “report” includes a copy of a report.

[34/2012]

Net sum payable on completion of default proceedings

81F.—(1)  This section applies 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.

[34/2012]

(2)  Despite sections 218, 219, 345 and 346 of the Insolvency, Restructuring and Dissolution Act 2018, where, on or after 1 August 2013, 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) is —

(a) provable in the bankruptcy or winding up or payable to the relevant office holder, as the case may be; and

(b) to be taken into account, where appropriate, under section 219 or 346 of the Insolvency, Restructuring and Dissolution Act 2018.

[34/2012; 40/2018]

Disclaimer of onerous property, rescission of contracts, etc.

81G.—(1)  Sections 230, 231, 373 and 374 of the Insolvency, Restructuring and Dissolution Act 2018 do not apply to —

(a) a market contract;

(b) a contract effected by an approved clearing house, or a recognised clearing house, for the purpose of realising property provided as market collateral;

(c) a market charge; or

(d) any default proceedings.

[34/2012; 40/2018]

(2)  Sections 130(1), 170(1) and 328 of the Insolvency, Restructuring and Dissolution Act 2018 do not apply to any act, matter or thing which has been done under —

(a) a market contract;

(b) a disposition of property pursuant to a market contract;

(c) the provision of market collateral;

(d) 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;

(e) 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;

(f) 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;

(g) a disposition of property for the purpose of enforcing a market charge;

(h) a market charge; or

(i) any default proceedings.

[34/2012; 40/2018]

Adjustment of prior transactions

81H.—(1)  No order may be made, on or after 1 August 2013, 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 1 August 2013:

section 224, 225, 228, 361, 362, 366 or 438 of the Insolvency, Restructuring and Dissolution Act 2018.

[34/2012; 40/2018]

(2)  The matters to which this section applies are as follows:

(a) a market contract;

(b) a disposition of property pursuant to a market contract;

(c) the provision of market collateral;

(d) a contract effected by an approved clearing house, or a recognised clearing house, for the purpose of realising property provided as market collateral;

(e) 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;

(f) 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;

(g) a disposition of property for the purpose of enforcing a market charge;

(h) a market charge;

(i) any default proceedings.

[34/2012]

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

81I.—(1)  Where a participant (called in this section the first participant) sells securities, securities‑based derivatives contracts or units in a collective investment scheme at an over‑value to, or purchases securities, securities‑based derivatives contracts or units in a collective investment scheme at an under‑value from, another participant (called in this section the second participant) in the circumstances referred to in subsection (3), and thereafter a relevant office holder acts for —

(a) the second participant;

(b) the principal of the second participant in the sale or purchase; or

(c) 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.

[34/2012; 4/2017]

(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.

[34/2012]

(3)  The circumstances referred to in subsection (1) are that —

(a) 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

(b) 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.

[34/2012]

(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 —

(a) the making of a bankruptcy order against the second participant or that person, as the case may be;

(b) the making of a statutory declaration in respect of the second participant or that person (as the case may be) under section 161(1) of the Insolvency, Restructuring and Dissolution Act 2018;

(c) the summoning of a meeting of creditors in relation to the second participant or that person (as the case may be) under section 166 of the Insolvency, Restructuring and Dissolution Act 2018;

(d) 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

(e) the appointment of a judicial manager under Part 7 of the Insolvency, Restructuring and Dissolution Act 2018 in respect of the second participant or that person, as the case may be;

“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 —

(a) the market value of the securities, securities‑based derivatives contracts or units in a collective investment scheme which are the subject of the sale or purchase; and

(b) the value of the consideration for the sale or purchase.

[34/2012; 4/2017; 40/2018]

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

81J.—(1)  This section has effect with respect to the application by an approved clearing house, or a recognised clearing house, of property provided as market collateral (called in this section the property).

[34/2012]

(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, despite —

(a) 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

(b) 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.

[34/2012]

(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.

[34/2012]

(4)  Where an approved clearing house, or a recognised clearing house, has power under this section to apply the property despite 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 takes free from that interest, right or remedy.

[34/2012]

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

81K.—(1)  Where, whether before, on or after 1 August 2013, any property is subject to a market charge or has been provided as market collateral, no enforcement order 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.

[34/2012]

[Act 25 of 2021 wef 01/04/2022]

(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 does not extend to that property.

[34/2012]

Law of insolvency in other jurisdictions

81L.—(1)  Despite any other written law or rule of law, a court is not to recognise or give effect to —

(a) an order of a court exercising jurisdiction under the law of insolvency in any place outside Singapore; or

(b) 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.

[34/2012]

(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.

[34/2012]

Participant to be party to certain transactions as principal

81M.—(1)  Where —

(a) a participant, in the participant’s capacity as such, enters into any transaction (including a market contract) with an approved clearing house or a recognised clearing house; and

(b) 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, despite 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 the participant’s principal in respect of that transaction, the participant is, for all purposes (including any action, claim or demand, whether civil or criminal), deemed to be a party to that transaction as principal, and not as agent.

[34/2012]

(2)  Where —

(a) 2 or more participants, in their capacities as such, enter into any transaction; and

(b) but for this subsection, any of the participants would be a party to that transaction as agent,

then, despite 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 the participant’s principal in respect of that transaction, the participant is, for all purposes (including any action, claim or demand, whether civil or criminal), deemed to be a party to that transaction as principal, and not as agent.

[34/2012]

Preservation of rights, etc.

81N.  Except to the extent that it expressly provides, this Division does not operate to limit, restrict or otherwise affect —

(a) any right, title, interest, privilege, obligation or liability of a person; or

(b) any investigation, legal proceedings or remedy in respect of any such right, title, interest, privilege, obligation or liability.

[34/2012]

Immunity from criminal or civil liability

81O.—(1)  No criminal or civil liability is incurred by —

(a) 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

(b) any person acting on behalf of a person referred to in paragraph (a), including —

(i) any member of the board of directors of the person referred to in paragraph (a); and

(ii) 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.

[34/2012]

(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 the relevant office holder 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.

[34/2012]

Division 5 — General Powers of Authority

Disqualification or removal of director or executive officer

81P.—(1)  Despite the provisions of any other written law, an approved clearing house or Singapore recognised clearing house must not, without the prior written consent of the Authority, permit an individual to act as its director or executive officer, if the individual —

(a) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 48 of the Financial Institutions (Miscellaneous Amendments) Act 2024, being an offence —

(i) involving fraud or dishonesty;

(ii) the conviction for which involved a finding that he or she had acted fraudulently or dishonestly; or

(iii) that is specified in the Third Schedule to the Registration of Criminals Act 1949;

(b) is an undischarged bankrupt, whether in Singapore or elsewhere;

(c) has had an enforcement order against him or her in respect of a judgment debt returned unsatisfied in whole or in part;

(d) has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his or her creditors, being a compromise or scheme of arrangement that is still in operation;

(e) has had a related Acts prohibition order, a section 101A prohibition order, a section 123ZZC prohibition order, or an FSMA prohibition order made against him or her that remains in force; or

(f) has been a director of, or directly concerned in the management of, a regulated financial institution, whether in Singapore or elsewhere —

(i) which is being or has been wound up by a court; or

(ii) the approval, authorisation, designation, recognition, registration or licence of which has been withdrawn, cancelled or revoked (without any application by the regulated financial institution for withdrawal, cancellation or revocation) by the Authority or, in the case of a regulated financial institution in a foreign country or jurisdiction, by the regulatory authority in that foreign country or jurisdiction.

(2)  Despite the provisions of any other written law, where the Authority is satisfied that a director or executive officer of an approved clearing house or Singapore recognised clearing house is not a fit and proper person to be a director or executive officer (as the case may be) of the approved clearing house or Singapore recognised clearing house (as the case may be), the Authority may, by notice in writing to the approved clearing house or Singapore recognised clearing house, direct it to remove the director or executive officer from his or her office or employment within such period as may be specified by the Authority in the notice, and the approved clearing house or Singapore recognised clearing house must comply with the notice.

(3)  For the purpose of subsection (2), the Authority may consider any matter which it considers relevant, including (but not limited to) whether —

(a) the individual has wilfully contravened or wilfully caused the approved clearing house or Singapore recognised clearing house to contravene any provision of this Act or the business rules of the approved clearing house or Singapore recognised clearing house;

(b) the individual has, without reasonable excuse, failed to secure the compliance of the approved clearing house or Singapore recognised clearing house with this Act, the Monetary Authority of Singapore Act 1970, any of the written laws set out in the Schedule to that Act, or the business rules of the approved clearing house or Singapore recognised clearing house;

(c) the individual has failed to discharge any of the duties of his or her office or employment;

(d) the individual’s removal is necessary in the public interest or for the protection of investors; or

(e) the individual comes within any of the grounds mentioned in subsection (1).

(4)  The Authority must, in determining whether an individual has failed to discharge the duties of his or her office or employment for the purposes of subsection (3)(c), have regard to such criteria as may be prescribed.

(5)  The Authority must not direct an approved clearing house or Singapore recognised clearing house to remove an individual from his or her office or employment under subsection (2) without giving the approved clearing house or Singapore recognised clearing house and that individual, an opportunity to be heard except in any of the following circumstances:

(a) the individual is an undischarged bankrupt, whether in Singapore or elsewhere;

(b) a section 101A prohibition order or an FSMA prohibition order against the individual has been made and remains in force;

(c) the individual has been convicted, whether in Singapore or elsewhere, of an offence, committed before, on or after the date of commencement of section 48 of the Financial Institutions (Miscellaneous Amendments) Act 2024 —

(i) involving fraud or dishonesty or the conviction for which involved a finding that the individual had acted fraudulently or dishonestly; and

(ii) punishable with imprisonment for a term of 3 months or more.

(6)  An approved clearing house or Singapore recognised clearing house must, as soon as practicable after receiving a direction under subsection (2), notify the affected director or executive officer of the direction.

(7)  Any approved clearing house or Singapore recognised clearing house who receives a direction under subsection (2), or any director or executive officer of an approved clearing house or Singapore recognised clearing house in relation to whom a direction under subsection (2) is given, may, within 30 days after the approved clearing house or Singapore recognised clearing house receives the direction, appeal to the Minister whose decision is final.

(8)  Despite the lodging of an appeal under subsection (7), a direction under subsection (2) continues to have effect pending the Minister’s decision.

(9)  The Minister may, when deciding an appeal under subsection (7), modify the direction under subsection (2), and such modified action has effect starting on the date of the Minister’s decision.

(10)  No criminal or civil liability is incurred by an approved clearing house or Singapore recognised clearing house, or any person acting on behalf of an approved clearing house or Singapore recognised clearing house, in respect of anything 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.

(11)  Any approved clearing house or Singapore recognised clearing house which, without reasonable excuse, 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 $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

[Act 12 of 2024 wef 24/01/2025]

Power of Authority to make regulations

81Q.—(1)  Without affecting section 341, the Authority may make regulations for the purposes of this Part, including regulations —

(a) relating to the approval of approved clearing houses and the recognition of recognised clearing houses;

(b) 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

(c) for the purposes of section 59 and, in particular, specifying measures to manage any risks assumed by an approved clearing house.

[34/2012; 4/2017]

(2)  Regulations made under this section may provide —

(a) that a contravention of any specified provision thereof shall be an offence; and

(b) for a penalty not exceeding a fine of $150,000 or imprisonment for a term not exceeding 12 months or both for each offence and, in the case of a continuing offence, for a further penalty not exceeding a fine of 10% of the maximum fine prescribed for that offence for every day or part of a day during which the offence continues after conviction.

[34/2012]

Power of Authority to issue directions

81R.—(1)  The Authority may issue directions, whether of a general or specific nature, by written notice, to an approved clearing house or a recognised clearing house, or a class of approved clearing houses or class of recognised clearing houses, if the Authority thinks it necessary or expedient —

(a) 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 of the class or by approved clearing houses or recognised clearing houses, in general;

[Act 12 of 2024 wef 30/08/2024]

(b) for ensuring the integrity and stability of the capital markets or the financial system;

(c) in the interests of the public or a section of the public or for the protection of investors;

(d) for the effective administration of this Act; or

(e) for ensuring compliance with any condition or restriction that the Authority may impose under section 51(4) or (5), 58(2), 70(5), (10) or (11), 71(11) or (12), 81AA(4), (9) or (10), 81AC(11) or (12) or 81SB(1) or (2), or such other obligations or requirements under this Act or as the Authority may prescribe.

[34/2012]

[Act 12 of 2024 wef 30/08/2024]

[Act 12 of 2024 wef 24/01/2025]

(2)  An approved clearing house or a recognised clearing house must comply with every direction issued to it under subsection (1).

[34/2012]

(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 of a day during which the offence continues after conviction.

[34/2012]

(4)  It is not necessary to publish any direction issued under subsection (1) in the Gazette.

[34/2012]

Emergency powers 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 written notice 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.

[34/2012]

(2)  Without affecting subsection (1), the actions which the Authority may direct an approved clearing house or a recognised clearing house to take include —

(a) ordering the liquidation of all positions or any part thereof, or the reduction of such positions;

(b) altering the conditions of delivery of transactions cleared or settled, or to be cleared or settled, through the clearing facility;

(c) fixing the settlement price at which transactions are to be liquidated;

(d) requiring margins or additional margins for transactions cleared or settled, or to be cleared or settled, through the clearing facility; and

(e) modifying or suspending any of the business rules of the approved clearing house or recognised clearing house.

[34/2012]

(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 —

(a) set margin levels for transactions cleared or settled, or to be cleared or settled, through the clearing facility to cater for the emergency;

(b) set limits that may apply to positions acquired in good faith prior to the date of the notice issued by the Authority; or

(c) 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.

[34/2012]

(4)  In this section, “emergency” means any threatened or actual market manipulation or cornering, and includes —

(a) any act of any government affecting any commodity or financial instrument;

(b) any major market disturbance which prevents a market from accurately reflecting the forces of supply and demand for any commodity or financial instrument; or

(c) any undesirable situation or practice which, in the opinion of the Authority, constitutes an emergency.

[34/2012; 4/2017]

(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.

[34/2012]

(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 is final.

[34/2012]

(7)  Despite 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 continues to have effect pending the Minister’s decision.

[34/2012]

(8)  The Minister may, when deciding an appeal under subsection (6), make such modification as he or she 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 has effect from the date of the Minister’s decision.

[34/2012]

(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 of a day during which the offence continues after conviction.

[34/2012]

Interpretation of sections 81SA to 81SAE

81SA.  In this section and sections 81SAA to 81SAE, unless the context otherwise requires —

“business” includes affairs and property;

“office holder”, in relation to an approved clearing house or a recognised clearing house, means any person acting as the liquidator, the provisional liquidator, the receiver or the receiver and manager of the approved clearing house or recognised clearing house (as the case may be), or acting in an equivalent capacity in relation to the approved clearing house or recognised clearing house (as the case may be);

“relevant business” means any business of an approved clearing house or a recognised clearing house —

(a) which the Authority has assumed control of under section 81SAA; or

(b) in relation to which a statutory adviser or a statutory manager has been appointed under section 81SAA;

“statutory adviser” means a statutory adviser appointed under section 81SAA;

“statutory manager” means a statutory manager appointed under section 81SAA.

[10/2013]

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

81SAA.—(1)  The Authority may exercise any one or more of the powers specified in subsection (2) as appears to it to be necessary, where —

(a) an approved clearing house or a recognised clearing house informs the Authority that it is or is likely to become insolvent, or that it is or is likely to become unable to meet its obligations, or that it has suspended or is about to suspend payments;

(b) an approved clearing house or a recognised clearing house becomes unable to meet its obligations, or is insolvent, or suspends payments;

(c) the Authority is of the opinion that an approved clearing house or a recognised clearing house —

(i) is carrying on its business in a manner likely to be detrimental to the interests of the public or a section of the public or the protection of investors, or to the objectives specified in section 47;

(ii) is or is likely to become insolvent, or is or is likely to become unable to meet its obligations, or is about to suspend payments;

(iii) has contravened any of the provisions of this Act; or

(iv) has failed to comply with any condition or restriction imposed on it under section 51(4) or (5); or

(d) the Authority considers it in the public interest to do so.

[10/2013]

(2)  Subject to subsections (1) and (3), the Authority may —

(a) require the approved clearing house or recognised clearing house (as the case may be) immediately to take any action or to do or not to do any act or thing whatsoever in relation to its business as the Authority may consider necessary;

(b) appoint one or more persons as statutory adviser, on such terms and conditions as the Authority may specify, to advise the approved clearing house or recognised clearing house (as the case may be) on the proper management of such of the business of the approved clearing house or recognised clearing house (as the case may be) as the Authority may determine; or

(c) assume control of and manage such of the business of the approved clearing house or recognised clearing house (as the case may be) as the Authority may determine, or appoint one or more persons as statutory manager to do so on such terms and conditions as the Authority may specify.

[10/2013]

(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) is only in relation to —

(a) the business or affairs of the recognised clearing house carried on in, or managed in or from, Singapore; or

(b) the property of the recognised clearing house located in Singapore, or reflected in the books of the recognised clearing house in Singapore (as the case may be) in relation to its operations in Singapore.

[10/2013]

(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 must specify, in the terms and conditions of the appointment, which of the duties, functions and powers of the statutory manager —

(a) may be discharged or exercised by such persons jointly and severally;

(b) must be discharged or exercised by such persons jointly; and

(c) must be discharged or exercised by a specified person or such persons.

[10/2013]

(5)  Where the Authority has exercised any power under subsection (2), it may, at any time and without affecting its power under section 56(1)(da), do one or more of the following:

(a) vary or revoke any requirement of, any appointment made by or any action taken by the Authority in the exercise of such power, on such terms and conditions as it may specify;

(b) further exercise any of the powers under subsection (2);

(c) add to, vary or revoke any term or condition specified by the Authority under this section.

[10/2013]

(6)  No liability shall be incurred by a statutory manager or a statutory adviser for anything done (including any statement made) or omitted to be done with reasonable care and in good faith in the course of or in connection with —

(a) the exercise or purported exercise of any power under this Act;

(b) the performance or purported performance of any function or duty under this Act; or

(c) the compliance or purported compliance with this Act.

[10/2013]

(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 of a day during which the offence continues after conviction.

[10/2013]

Effect of assumption of control under section 81SAA

81SAB.—(1)  Upon assuming control of the relevant business of an approved clearing house or a recognised clearing house, the Authority or statutory manager (as the case may be) must take custody or control of the relevant business.

[10/2013]

(2)  During the period when the Authority or statutory manager is in control of the relevant business of an approved clearing house or a recognised clearing house, the Authority or statutory manager —

(a) must manage the relevant business of the approved clearing house or recognised clearing house (as the case may be) in the name of and on behalf of the approved clearing house or recognised clearing house (as the case may be); and

(b) is deemed to be an agent of the approved clearing house or recognised clearing house (as the case may be).

[10/2013]

(3)  In managing the relevant business of an approved clearing house or a recognised clearing house, the Authority or statutory manager —

(a) must consider the interests of the public or the section of the public referred to in section 81SAA(1)(c)(i), and the need to protect investors; and

(b) has 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 1967 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 requires 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 1967 or the constitution of the approved clearing house or recognised clearing house (as the case may be).

[10/2013]

(4)  Despite 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, is deemed to be revoked, unless the Authority gives its approval, by written notice 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.

[10/2013]

(5)  Despite 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 may be appointed as the chief executive officer or a director of the approved clearing house or recognised clearing house, as the case may be.

[10/2013]

(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 written notice to the person and the approved clearing house or recognised clearing house (as the case may be), revoke that approval, and the appointment is deemed to be revoked on the date specified in the notice.

[10/2013]

(7)  Despite 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) —

(a) the act or purported act of the person is invalid and of no effect; and

(b) the person shall be guilty of an offence.

[10/2013]

(8)  Despite 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) —

(a) the act or purported act of the person is invalid and of no effect; and

(b) the person shall be guilty of an offence.

[10/2013]

(9)  During the period when the Authority or statutory manager is in control of the relevant business of an approved clearing house or a recognised clearing house —

(a) if there is any conflict or inconsistency between —

(i) a direction or decision given by the Authority or statutory manager (including a direction or decision to a person or body of persons referred to in sub‑paragraph (ii)); and

(ii) a direction or decision given by any chief executive 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), to the extent of the conflict or inconsistency, prevails over the direction or decision referred to in sub‑paragraph (ii); and

(b) no person may 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 is invalid and of no effect.

[10/2013]

(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 of a day during which the offence continues after conviction.

[10/2013; 4/2017]

Duration of control

81SAC.—(1)  The Authority must cease to be in control of the relevant business of an approved clearing house or a recognised clearing house when the Authority is satisfied that —

(a) the reasons for the Authority’s assumption of control of the relevant business have ceased to exist; or

(b) it is no longer necessary in the interests of the public or the section of the public referred to in section 81SAA(1)(c)(i) or for the protection of investors.

[10/2013]

(2)  A statutory manager is deemed to have assumed control of the relevant business of an approved clearing house or a recognised clearing house on the date of the statutory manager’s appointment as such.

[10/2013]

(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 —

(a) if the Authority is satisfied that —

(i) the reasons for the appointment have ceased to exist; or

(ii) it is no longer necessary in the interests of the public or the section of the public referred to in section 81SAA(1)(c)(i) or for the protection of investors; or

(b) on any other ground,

and upon such revocation, the statutory manager ceases to be in control of the relevant business of the approved clearing house or recognised clearing house, as the case may be.

[10/2013]

(4)  The Authority must, as soon as practicable, publish in the Gazette the date, and such other particulars as the Authority thinks fit, of —

(a) the Authority’s assumption of control of the relevant business of an approved clearing house or a recognised clearing house;

(b) the cessation of the Authority’s control of the relevant business of an approved clearing house or a recognised clearing house;

(c) the appointment of a statutory manager in relation to the relevant business of an approved clearing house or a recognised clearing house; and

(d) the revocation of a statutory manager’s appointment in relation to the relevant business of an approved clearing house or a recognised clearing house.

[10/2013]

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

81SAD.—(1)  During the period when the Authority or statutory manager is in control of the relevant business of an approved clearing house or a recognised clearing house —

(a) the General Division of 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 General Division of the High Court may specify, any property or book of the approved clearing house or recognised clearing house (as the case may be) which is comprised in, forms part of or relates to the relevant business of the approved clearing house or recognised clearing house (as the case may be), and which is in the person’s possession or control; and

(b) any person who has ceased to be or who is still any chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the approved clearing house or recognised clearing house (as the case may be) must give to the Authority or statutory manager such information as the Authority or statutory manager may require for the discharge of the Authority’s or statutory manager’s duties or functions, or the exercise of the Authority’s or statutory manager’s powers, in relation to the approved clearing house or recognised clearing house (as the case may be), within such time and in such manner as the Authority or statutory manager may specify.

[10/2013; 40/2019]

(2)  Any person who —

(a) without reasonable excuse, fails to comply with subsection (1)(b); or

(b) in purported compliance with subsection (1)(b), knowingly or recklessly provides any information or document that is false or misleading in a material particular,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.

[10/2013]

Remuneration and expenses of Authority and others in certain cases

81SAE.—(1)  The Authority may at any time fix the remuneration and expenses to be paid by an approved clearing house or a recognised clearing house —

(a) to a statutory manager or statutory adviser appointed in relation to the approved clearing house or recognised clearing house (as the case may be), whether or not the appointment has been revoked; and

(b) where the Authority has assumed control of the relevant business of the approved clearing house or recognised clearing house (as the case may be), to the Authority and any person appointed by the Authority under section 320 in relation to the Authority’s assumption of control of the relevant business, whether or not the Authority has ceased to be in control of the relevant business.

[10/2013]

(2)  The approved clearing house or recognised clearing house (as the case may be) must 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.

[10/2013]

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

81SB.—(1)  Without affecting 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.

[34/2012]

(2)  Without affecting section 337(3) and (4), the Authority may, by written notice, 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 written notice, 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.

[34/2012]

(2A)  The Authority may, at any time, by written notice, add to, vary or revoke the conditions or restrictions mentioned in subsection (2).

[4/2017]

(2B)  An approved clearing house or a recognised clearing house that is exempted under subsection (1) must satisfy every condition or restriction imposed on it under that subsection.

[4/2017]

[Act 12 of 2024 wef 30/08/2024]

(2C)  An approved clearing house or a recognised clearing house that is exempted under subsection (2) must, for the duration of the exemption, satisfy every condition or restriction imposed on it under that subsection and subsection (2A).

[4/2017]

[Act 12 of 2024 wef 30/08/2024]

(3)  It is not necessary to publish any exemption granted under subsection (2) in the Gazette.

[34/2012]

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

Interpretation of this Division

81SC.  In this Division, unless the context otherwise requires —

“business” includes affairs, property, right, obligation and liability;

“Court” means the General Division of the High Court;

“debenture” has the meaning given by section 4(1) of the Companies Act 1967;

“property” includes property, right and power of every description;

“Registrar of Companies” means the Registrar of Companies appointed under the Companies Act 1967 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.

[10/2013; 40/2019]

Voluntary transfer of business

81SD.—(1)  A transferor may transfer the whole or any part of its business (including any business that is not the usual business of an approved clearing house or a recognised clearing house) to a transferee, if —

(a) the Authority has consented to the transfer;

(b) the transfer involves the whole or any part of the business of the transferor that is the usual business of an approved clearing house or a recognised clearing house; and

(c) the Court has approved the transfer.

[10/2013]

(2)  Subsection (1) does not affect 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.

[10/2013]

(3)  The Authority may consent to a transfer under subsection (1)(a) if the Authority is satisfied that —

(a) the transferee is a fit and proper person; and

(b) the transferee will conduct the business of the transferor prudently and comply with the provisions of this Act.

[10/2013]

(4)  The Authority may at any time appoint one or more persons to perform an independent assessment of, and provide a report on, the proposed transfer of a transferor’s business (or any part thereof) under this Division.

[10/2013]

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

[10/2013]

(6)  The Authority must serve a copy of any report provided under subsection (4) on the transferor and the transferee.

[10/2013]

(7)  The Authority may require a person to provide, 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.

[10/2013]

(8)  Any person who —

(a) without reasonable excuse, fails to comply with any requirement under subsection (7); or

(b) in purported compliance with any requirement under subsection (7), knowingly or recklessly provides any information or document that is false or misleading in a material particular,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.

[10/2013]

(9)  Where a person claims, before providing the Authority with any information or document that the person is required to provide under subsection (7), that the information or document might tend to incriminate the person, the information or document is not admissible in evidence against the person in criminal proceedings other than proceedings under subsection (8).

[10/2013]

Approval of transfer

81SE.—(1)  A transferor must apply to the Court for its approval of the transfer of the whole or any part of the business of the transferor to the transferee under this Division.

[10/2013]

(2)  Before making an application under subsection (1) —

(a) the transferor must lodge with the Authority a report setting out such details of the transfer and provide such supporting documents as the Authority may specify;

(b) the transferor must obtain the consent of the Authority under section 81SD(1)(a);

(c) the transferor and the transferee must, if they intend to serve on their respective participants a summary of the transfer, obtain the Authority’s approval of the summary;

(d) the transferor must, at least 15 days before the application is made but not earlier than one month after the report 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;

(e) the transferor and the transferee must keep at their respective offices in Singapore, for inspection by any person who may be affected by the transfer, a copy of the report 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

(f) unless the Court directs otherwise, the transferor and the transferee must 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).

[10/2013]

(3)  The Authority and any person who, in the opinion of the Court, is likely to be affected by the transfer —

(a) have the right to appear before and be heard by the Court in any proceedings relating to the transfer; and

(b) may make any application to the Court in relation to the transfer.

[10/2013]

(4)  The Court is not to approve the transfer if the Authority has not consented under section 81SD(1)(a) to the transfer.

[10/2013]

(5)  The Court may, after taking into consideration the views (if any) of the Authority on the transfer —

(a) approve the transfer without modification or subject to any modification agreed to by the transferor and the transferee; or

(b) refuse to approve the transfer.

[10/2013]

(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 takes 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.

[10/2013]

(7)  The Court may by the order approving the transfer or by any subsequent order provide for all or any of the following matters:

(a) the transfer to the transferee of the whole or any part of the business of the transferor;

(b) the allotment or appropriation by the transferee of any share, debenture, policy or other interest in the transferee which under the transfer is to be allotted or appropriated by the transferee to or for any person;

(c) the continuation by (or against) the transferee of any legal proceedings pending by (or against) the transferor;

(d) the dissolution, without winding up, of the transferor;

(e) the provisions to be made for persons who are affected by the transfer;

(f) such incidental, consequential and supplementary matters as are, in the opinion of the Court, necessary to secure that the transfer is fully effective.

[10/2013]

(8)  Any order under subsection (7) may —

(a) provide for the transfer of any business, whether or not the transferor otherwise has the capacity to effect the transfer in question;

(b) make provision in relation to any property which is held by the transferor as trustee; and

(c) make provision as to any future or contingent right or liability of the transferor, including provision as to the construction of any instrument under which any such right or liability may arise.

[10/2013]

(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 is transferred to and vests in the transferee, free in the case of any particular property (if the order so directs) from any charge which by virtue of the transfer is to cease to have effect.

[10/2013]

(10)  No order under subsection (7) has any effect or operation in transferring or otherwise vesting land in Singapore until the appropriate entries are made with respect to the transfer or vesting of that land by the appropriate authority.

[10/2013]

(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.

[10/2013]

(12)  Where an order is made under this section, the transferor and the transferee must each lodge within 7 days after the order is made —

(a) a copy of the order with the Registrar of Companies and with the Authority; and

(b) where the order relates to land in Singapore, an office copy of the order with the appropriate authority concerned with the registration or recording of dealings in that land.

[10/2013]

(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 of a day during which the offence continues after conviction.

[10/2013]

PART 3AA

CENTRAL DEPOSITORY SYSTEM

Interpretation of this Part

81SF.  In this Part, unless the context otherwise requires —

“account holder” means a person who has an account directly with the Depository and not through a depository agent;

“bare trustee” means a trustee who has no beneficial interest in the subject matter of the trust;

“book‑entry securities”, in relation to the Depository, means securities —

(a) the documents evidencing title to which are deposited by a depositor with the Depository and are registered in the name of the Depository or its nominee; and

(b) which are transferable by way of book‑entry in the Depository Register and not by way of an instrument of transfer;

“Central Depository System” means the Central Depository System referred to in section 81SH(1);

“constitution” means —

(a) the constitution;

(b) the memorandum of association, the articles of association, or both; or

(c) any other constitutive document,

of a corporation;

“Court” means the General Division of the High Court;

“debenture” has the meaning given by section 4(1) of the Companies Act 1967;

“depositor” means an account holder or a depository agent but does not include a sub‑account holder;

“Depository” means The Central Depository (Pte) Limited or any other corporation approved by the Authority as a depository company or corporation for the purposes of this Act, which operates the Central Depository System for the holding and transfer of book‑entry securities;

“depository agent” means a member of the SGX‑ST, a trust company (licensed under the Trust Companies Act 2005), a bank licensed under the Banking Act 1970, any merchant bank licensed under the Banking Act 1970 or any other person or body approved by the Depository who or which —

(a) performs services as a depository agent for sub‑account holders in accordance with the terms of a depository agent agreement entered into between the Depository and the depository agent;

(b) deposits book‑entry securities with the Depository on behalf of the sub‑account holders; and

(c) establishes an account in its name with the Depository;

“Depository Register” means a register maintained by the Depository in respect of book‑entry securities;

“depository rules” means the rules made by the Depository in relation to the operation of the Central Depository System and includes the Central Depository Rules and Procedures made by the Depository pursuant to its constitution (as the same may be amended from time to time) and any rule made by the Depository with regard to payment of fees to the Depository;

“derivative instruments”, in relation to debentures, stocks and shares, includes warrants, transferable subscription rights, options to subscribe for stocks or shares, convertibles, depository receipts and such other instruments as the Authority may prescribe by regulations for the purposes of the definition;

“documents evidencing title” means —

(a) in the case of stocks, shares, debentures or any derivative instruments related thereto of a company or debentures or any derivative instruments related thereto of the Government — the stock certificates, share certificates, debenture certificates or certificates representing the derivative instrument, as the case may be; and

(b) in the case of stocks, shares, debentures or any derivative instruments related thereto of a foreign company or debentures or any derivative instruments related thereto of a foreign government or of an international body, or any other securities — such documents or other evidence of title thereto, as the Depository may require;

“instrument” includes a deed or any other instrument in writing;

“international body” means the Asian Development Bank, the International Bank for Reconstruction and Development, the International Monetary Fund, the European Bank for Reconstruction and Development and such other international bodies as the Authority may prescribe by regulations;

“securities” has the meaning given by section 2(1), but includes derivative instruments;

“SGX‑ST” means the Singapore Exchange Securities Trading Limited;

“sub‑account holder” means a holder of an account maintained with a depository agent.

[36/2014; 40/2019; 1/2020]

Application of this Part

81SG.—(1)  This Part applies only to —

(a) book‑entry securities; and

(b) designated securities, as if a reference to book‑entry securities includes a reference to designated securities.

[36/2014]

(2)  The application of this Part to designated securities under subsection (1)(b) is subject to such modifications as the Authority may prescribe by regulations, and different modifications may be prescribed for different classes of designated securities.

[36/2014]

(3)  In this section, “designated securities” means such securities as may be accepted or designated by the Depository or its nominee for deposit, custody, clearing or book‑entry settlement.

[36/2014]

Central Depository System

81SH.—(1)  The Central Depository System established by the repealed section 130C of the Companies Act 1967 on 12 November 1993 continues on or after 3 January 2016 as if it had been established under this section.

[36/2014]

(2)  The following must be carried out using the computerised Central Depository System in accordance with the depository rules:

(a) the deposit of documents evidencing title in respect of securities (with where applicable, in the case of shares or registered debentures, proper instruments of transfer duly executed) with the Depository and registration of such documents in the name of the Depository or its nominee;

(b) maintenance of accounts by the Depository in the names of the depositors so as to reflect the title of the depositors to the book‑entry securities;

(c) effecting transfers of the book‑entry securities electronically, and not by any other means, by the Depository and making an appropriate entry in the Depository Register of the book‑entry securities that have been transferred.

[36/2014]

Depository or nominee deemed to be bare trustee

81SI.—(1)  The Depository or its nominee is deemed to hold the book‑entry securities deposited with it as a bare trustee for the collective benefit of depositors.

[36/2014]

(2)  Subject to subsections (3) and (4), a depositor does not have any right to specific book‑entry securities deposited with the Depository or its nominee but is entitled to a pro rata share computed on the basis of the book‑entry securities credited to one or more accounts in the depositor’s name.

[36/2014]

(3)  A depository agent is deemed to hold book‑entry securities deposited in its name with the Depository or its nominee, on behalf of any sub‑account holder, as a bare trustee.

[36/2014]

(4)  A sub‑account holder does not have any right to specific book‑entry securities deposited with the Depository or its nominee but is entitled to a pro rata share computed on the basis of the book‑entry securities credited to one or more accounts maintained by the sub‑account holder with a depository agent.

[36/2014]

Depository not member of company and depositors deemed to be members

81SJ.—(1)  Despite anything in the Companies Act 1967 or any other written law or rule of law or in any instrument or in the constitution of a corporation, where book‑entry securities of the corporation are deposited with the Depository or its nominee —

(a) the Depository or its nominee (as the case may be) is deemed not to be a member of the corporation; and

(b) the persons named as the depositors in a Depository Register are, for such period as the book‑entry securities are entered against their names in the Depository Register, deemed to be —

(i) members of the corporation in respect of the amount of book‑entry securities (relating to the stocks or shares issued by the corporation) entered against their respective names in the Depository Register; or

(ii) holders of the amount of the book‑entry securities (relating to the debentures or any derivative instrument) entered against their respective names in the Depository Register.

[36/2014]

(2)  Despite anything in the Companies Act 1967 or any other written law or rule of law or in any instrument or in the constitution of a corporation, where book‑entry securities relating to units in any collective investment scheme (whether or not constituted as a corporation) are deposited with the Depository or its nominee —

(a) the Depository or its nominee (as the case may be) is deemed not to be a holder of the book‑entry securities; and

(b) the persons named as the depositors in a Depository Register are, for such period as the book‑entry securities are entered against their names in the Depository Register, deemed to be holders of the amount of the book‑entry securities entered against their respective names in the Depository Register.

[36/2014]

(3)  Nothing in this Part is to be construed as affecting —

(a) the obligation of a public company to keep —

(i) a register of its members under section 190 of the Companies Act 1967 and allow inspection of the register under section 192 of the Companies Act 1967; and

(ii) a register of holders of debentures issued by the company under section 93 of the Companies Act 1967 and allow inspection of the register under that section,

except that the company is not obliged to enter in such registers the names and particulars of persons who are deemed members or holders of debentures under subsection (1)(b);

(b) the right of a depositor to withdraw the depositor’s documents evidencing title in respect of securities from the Depository at any time in accordance with the rules of the Depository and to register them in the depositor’s or any other name; or

(c) the enjoyment of any right, power or privilege conferred by, or the imposition of any liability, duty or obligation under the Companies Act 1967, any rule of law or under any instrument or under the constitution of a corporation upon a depositor, as a member of a corporation or as a holder of debentures or any derivative instruments except to the extent provided for in this Part or prescribed by regulations made thereunder.

[36/2014]

(4)  Despite any provision in the Companies Act 1967, a depositor is not regarded as a member of a company entitled to attend any general meeting of the company and to speak and vote thereat unless the depositor’s name appears on the Depository Register 72 hours before the general meeting.

[36/2014]

(5)  The payment by a corporation to the Depository of any dividend payable to a depositor, to the extent of the payment made, discharges the corporation from any liability in respect of that payment.

[36/2014]

Depository to certify names of depositors to corporation upon request

81SK.  The Depository must certify the names of persons on the Depository Register to a corporation in accordance with the rules of the Depository upon a written request being made to it by the corporation.

[36/2014]

Maintenance of accounts

81SL.  The Depository must maintain accounts of book‑entry securities on behalf of depositors in accordance with the rules of the Depository.

[36/2014]

Transfers effected by Depository under book‑entry clearing system

81SM.—(1)  Subject to this Part, a transfer of book‑entry securities between depositors must be effected, despite anything in the Companies Act 1967 or any other written law or rule of law or in any instrument or in a corporation’s constitution to the contrary, by the Depository making an appropriate entry in its Depository Register.

[36/2014]

(2)  A transfer of securities by the Depository by way of book‑entry to a depositor under this Part is valid and is not to be challenged in any court on the ground that the transfer is not accompanied by a proper instrument of transfer or that otherwise the transfer is not made in writing.

[36/2014; 40/2019]

Depository to be discharged from liability if acting on instructions

81SN.—(1)  Subject to the regulations, the Depository, if acting in good faith and without negligence, shall not be liable for conversion or for any breach of trust or duty where the Depository has, in respect of book‑entries in accounts maintained by it, made entries regarding the book‑entry securities, or transferred or delivered the book‑entry securities, according to the instructions of a depositor even though the depositor had no right to dispose of or take any other action in respect of the book‑entry securities.

[36/2014]

(2)  The Depository or a depository agent, if acting in good faith and without negligence, is fully discharged of its obligations to the account holder or sub‑account holder by the transfer or delivery of book‑entry securities upon the instructions of the account holder or sub‑account holder, as the case may be.

[36/2014]

(3)  The Depository, if acting in good faith and without negligence, is fully discharged of its obligations to a depository agent by the transfer or delivery of book‑entry securities upon the instructions of the depository agent.

[36/2014]

(4)  For the purposes of this section, the Depository or a depository agent is not to be treated as having been negligent by reason only of its failure to concern itself with whether or not the depositor or sub‑account holder (as the case may be) has a right to dispose of or take any other action in respect of the book‑entry securities or to issue the instructions.

[36/2014]

Confirmation of transaction

81SO.  The Depository must, in accordance with the depository rules, issue to each account holder and to each sub‑account holder through the sub‑account holder’s depository agent, following upon any transaction affecting book‑entry securities maintained for such account holder by the Depository and maintained for such sub‑account holder by the sub‑account holder’s depository agent under this Part, a confirmation note which must specify the amount and description of the book‑entry securities and any other relevant transaction information.

[36/2014]

No rectification of Depository Register

81SP.—(1)  Despite anything in the Companies Act 1967 or any written law or rule of law, no order may be made by the Court for rectification of the Depository Register; except that where the Court is satisfied that —

(a) a depositor did not consent to a transfer of the book‑entry securities; or

(b) a depositor should not have been registered in the Depository Register as having title to the book‑entry securities,

the Court may award damages to the firstmentioned depositor or to any person who would have been entitled to be registered in the Depository Register as having title to the book‑entry securities (as the case may be) on such terms as the Court thinks to be equitable or make such other order as the Court thinks fit including an order for the transfer of book‑entry securities to such depositor or person.

[36/2014]

(2)  Where provisions exist in the constitution of a corporation that entitle a corporation to refuse registration of a transfer of book‑entry securities, the corporation may in relation to any transfer to which it objects, notify the Depository in writing of its refusal before the transfer takes place and provide the Depository with the facts upon which such refusal is considered to be justified.

[36/2014]

(3)  Where the Depository has had prior notice of the corporation’s refusal under subsection (2) (but not otherwise), the Depository must refuse to effect the transfer and to enter the name of the transferee in the Depository Register and thereupon convey the facts upon which such refusal is considered to be justified to the transferee.

[36/2014]

(4)  Section 130AB of the Companies Act 1967 does not apply to any refusal to register a transfer under subsections (2) and (3).

[36/2014]

Trustee, executor or administrator of deceased depositor named as depositor

81SQ.—(1)  Any trustee, executor or administrator of the estate of a deceased depositor whose name was entered in the Depository Register as owner or as having an interest in book‑entry securities may open an account with the Depository and have his, her or its name entered in the Depository Register so as to reflect the interest of the trustee, executor or administrator in the book‑entry securities.

[36/2014]

(2)  Subject to this section, no notice of any trust expressed, implied or constructive may be entered in the Depository Register and no liabilities are affected by anything done pursuant to subsection (1) or pursuant to the law of any other place which corresponds to this section and the Depository and the issuer of the book‑entry securities are not affected with notice of any trust by anything so done.

[36/2014]

Non‑application of certain provisions in bankruptcy and company liquidation law

81SR.  Where by virtue of the provisions of any written law in relation to bankruptcy or company liquidation it is provided that —

(a) any disposition of the property of a company after commencement of a winding up is void, unless the Court orders otherwise; or

(b) any disposition of the property of a person who is adjudged bankruptcy after the making of an application for a bankruptcy order and before vesting of the bankrupt’s estate in a trustee is void unless done with the consent or ratification of the Court,

those provisions do not apply to any disposition of book‑entry securities; but where a Court is satisfied that a party to the disposition, being a party other than the Depository, had notice that an application has been made for the winding up or bankruptcy of the other party to the disposition, it may award damages against that party on such terms as it thinks equitable or make such other order as the Court thinks fit, including an order for the transfer of book‑entry securities by that party but not an order for the rectification of the Depository Register.

[36/2014]

Security interest

81SS.—(1)  Except as provided in this section or any other written law or any regulations made under section 81SU, no security interest may be created in book‑entry securities.

[36/2014]

(2)  A security interest in book‑entry securities to secure the payment of a debt or liability may be created in favour of any depositor in the following manner:

(a) by way of assignment, by an instrument of assignment in the prescribed form executed by the assignor;

(b) by way of charge, by an instrument of charge in the prescribed form executed by the chargor,

if no security interest in any book‑entry securities subsequent to any assignment or charge thereof may be created by the assignor or the chargor (as the case may be) in favour of any other person and any such assignment or charge is void.

[36/2014]

(3)  Upon receipt of the instrument of assignment, the Depository must immediately, by way of an off‑market transaction, transfer the book‑entry securities to the assignee and thereafter notify the assignor and the assignee of the transfer in the prescribed manner.

[36/2014]

(4)  Upon receipt of the instrument of charge, the Depository must immediately register the instrument in a register of charges maintained by the Depository and thereafter notify the chargor and the chargee in the prescribed manner.

[36/2014]

(5)  The register of charges is not open to inspection to any person other than the chargor or the chargee or their authorised representatives and except for the purpose of the performance of its duties or the exercise of its functions or when required to do so by any court or under the provisions of any written law, the Depository must not disclose to any unauthorised person any information contained in the register of charges.

[36/2014]

(6)  An assignment or a charge made in accordance with the provisions of this section, but not otherwise, has effect upon the Depository transferring the book‑entry securities or endorsing the charge in the register of charges except that, where the instrument of assignment or charge specifies the number of book‑entry securities to which the assignment or charge relates, the instrument of assignment or charge does not have any effect if on the date of receipt of such instrument, the number of book‑entry securities in the account of the assignor or chargor is less than the number of book‑entry securities specified in such instrument.

[36/2014; 4/2017]

(7)  The provisions of section 81SJ(1), (2) and (3) apply to an assignment of book‑entry securities made under this section.

[36/2014]

(8)  An assignee or a registered chargee of book‑entry securities has the following powers:

(a) a power, when the loan or liability has become due and payable, to sell the book‑entry securities or any part thereof and in the case of a chargee, the chargee has the power to sell the book‑entry securities or any part thereof in the name of and for and on behalf of the chargor;

(b) any other power which may be granted to the assignee or registered chargee in writing by the assignor or chargor in relation to the book‑entry securities provided that the Depository is not concerned with or affected by the exercise of any such power.

[36/2014]

(9)  Nothing in subsection (8) is to be construed as imposing on the Depository a duty to ascertain whether the power of sale has become exercisable or has been lawfully exercised by the assignee or chargee.

[36/2014]

(10)  No book‑entry securities assigned by way of security or charged in accordance with the provisions of this section may be —

(a) transferred by way of an off‑market transaction to the assignor except upon the production of a duly executed re‑assignment in the prescribed form; or

(b) transferred by the chargor, by way of sale or otherwise, except —

(i) upon the production of a duly executed discharge of charge in the prescribed form; or

(ii) upon the return of such book‑entry securities to the chargor’s control with the approval in writing of the chargee.

[36/2014; 4/2017]

(10A)  A charge on book‑entry securities made in accordance with the provisions of this section is treated as discharged if such book‑entry securities have been returned to the chargor’s control with the approval in writing of the chargee.

[4/2017]

(11)  Upon the sale by the assignee or the chargee in exercise of the assignee’s or chargee’s power of sale of any book‑entry securities assigned or charged in accordance with the provisions of this section, the assignee or the chargee must immediately notify the Depository of the sale and the particulars of the book‑entry securities sold by the assignee or chargee, and the Depository must —

(a) in the case of the sale by the assignee, notify the assignor of the sale; and

(b) in the case of the sale by the chargee, effect a transfer of the book‑entry securities to the buyer in accordance with section 81SM and notify the chargor of the transfer,

and the provisions of sections 81SO, 81SP and 81SR apply, with the necessary modifications, to a transfer effected pursuant to this section.

[36/2014]

(12)  Upon fulfilling the assignor’s or the chargor’s obligations under an assignment by way of security or a charge, the assignor or the chargor is entitled to obtain from the assignee or chargee a re‑assignment or a discharge of charge (as the case may be) of the whole or part of the book‑entry securities.

[36/2014]

(13)  A re‑assignment or discharge of charge is to be effected by the Depository by transferring the book‑entry securities to the assignor or cancelling the endorsement of charge in the register of charges and in the chargor’s account, as the case may be.

[36/2014]

(14)  Book‑entry securities may be assigned by way of security by an assignee or charged in the prescribed form by a chargee to secure the payment of any debt or liability of the assignee or the chargee (as the case may be) in accordance with the provisions of this section provided that no book‑entry security may be charged by a chargee subsequent to any sub‑charge.

[36/2014]

(15)  All acts, powers and rights which might previously have been done or exercised by the chargee thereunder in relation to the book‑entry securities may thereafter be done or exercised by the sub‑chargee, and, except with the consent of the sub‑chargee, must not be done or exercised by the chargee thereunder during the currency of the sub‑charge.

[36/2014]

(16)  Upon the sale by the sub‑chargee in exercise of the sub‑chargee’s power of sale of any book‑entry securities in accordance with the provisions of this section, the provisions of subsection (11), in respect of a sale by a chargee, apply with the necessary modifications to the sale by the sub‑chargee.

[36/2014]

(17)  Nothing in subsection (14) affects the rights or liabilities of the original assignor or chargor of the book‑entry securities under subsections (12) and (13) and the original assignor or chargor is entitled to a re‑assignment or discharge of charge from the assignee or chargee free from all subsequent security interests created without the original assignor’s or chargor’s consent upon satisfying the original assignor’s or chargor’s indebtedness or liability to the assignee or the chargee.

[36/2014]

(18)  The provisions of section 81SN apply to relieve the Depository and its servants or agents of any liability in respect of any act done or omission made under this section as if references to depositor include references to assignee, chargee or sub‑chargee, as the case may be.

[36/2014]

(19)  Nothing in this section affects the validity and operation of floating charges on book‑entry securities created under the common law before or after 12 November 1993, but the Depository is not required to recognise, even when having notice thereof, any equitable interest in any book‑entry securities under a floating charge except the power of the chargee, upon the crystallisation of the floating charge, to sell the book‑entry securities in the name of the chargor in accordance with the provisions of this section.

[36/2014]

(20)  Nothing in subsection (19) is to be construed as imposing on the Depository a duty to ascertain whether the power of sale pursuant to a floating charge has become exercisable or has been lawfully exercised.

[36/2014]

(21)  A member of SGX‑ST has a lien over the unpaid book‑entry securities purchased for the account of its customer which is enforceable by sale in accordance with and subject to the provisions of this section as if the same had been charged to the member under this section, except that the member is not obliged to notify the Depository of the sale or the particulars of the book‑entry securities sold by the member.

[36/2014]

(22)  Any security interest on book‑entry securities created before 12 November 1993 and subsisting or in force on that date continues to have effect as if the Companies (Amendment) Act 1993 had not been enacted.

[36/2014]

(23)  In this section, “off‑market transaction” means a transaction effected outside the SGX‑ST.

[36/2014]

Depository rules to be regarded as rules of approved exchange that are subject to this Act

81ST.—(1)  Depository rules in relation to the operation of the Central Depository System, including any amendments made thereto, are regarded as having the same force and effect as if made by an approved exchange and are likewise subject to the provisions of this Act.

[36/2014; 4/2017]

(2)  Without limiting subsection (1), sections 23 and 25 apply to the depository rules under subsection (1) as they apply to rules made by an approved exchange.

[36/2014; 4/2017]

Power of Authority to make regulations

81SU.—(1)  Without affecting section 341, the Authority may make regulations for the purposes of this Part, including regulations relating to —

(a) rights and obligations of persons in relation to securities dealt with under the Central Depository System;

(b) procedures for the deposit and custody of securities and the transfer of title to book‑entry securities and the regulation of persons concerned in that operation;

(c) matters relating to security interest in book‑entry securities;

(d) keeping of depositors’ accounts by the Depository and sub‑accounts by the depository agents;

(e) keeping of the Depository Register and of records generally;

(f) safeguards for depositors including the maintenance of insurance and the establishment and maintenance of compensation funds by the Depository for the purpose of settling claims by depositors;

(g) matters relating to linkages between the Depository and other securities depositories (by whatever name called) established and maintained outside Singapore;

(h) any requirement for fees charged by the Depository to be approved by the Authority;

(i) the modification or exclusion of any provision of any written law, rule of law, any instrument or constitution;

(j) the application, with such modifications as may be required, of the provisions of any written law, instrument or constitution; and

(k) such supplementary, incidental, saving or transitional provisions as may be necessary or expedient.

[36/2014]

(2)  Regulations made under this section may provide —

(a) that the Authority may require the Depository to provide it with such information or documents as the Authority considers necessary for such approval; and

(b) that any contravention of any specified provision in the regulations shall be an offence punishable with a fine not exceeding $150,000 and, in the case of a continuing offence, with a further fine not exceeding 10% of the maximum fine prescribed for that offence for every day or part of a day during which the offence continues after conviction.

[36/2014]

Power of Authority to issue written directions

81SV.—(1)  The Authority may, if it thinks it necessary or expedient in the public interest or for the protection of investors, issue written directions, either of a general or specific nature, to the Depository or the depository agent, to comply with such requirements as the Authority may specify in the written direction.

[36/2014]

(2)  Without limiting subsection (1), any written direction may be issued with respect to the discharge of the duties or functions of the Depository or depository agent.

[36/2014]

(3)  The Depository and the depository agent must comply with any direction made under subsection (1).

[36/2014]

(4)  Before giving directions under subsection (1), the Authority may consult the Depository or the depository agent and afford it an opportunity to make representations.

[36/2014]

(5)  It is not necessary to publish any direction given under subsection (1) in the Gazette.

[36/2014]

PART 3A

APPROVED HOLDING COMPANIES

Objectives of this Part

81T.  The objectives of this Part are —

(a) to provide a regulatory framework for the establishment and operation of holding companies of —

(i) approved exchanges;

(ia) licensed trade repositories;

(ii) approved clearing houses; and

(iii) corporations that are approved holding companies,

and to ensure that such holding companies are fit and proper to perform their functions; and

(b) to reduce systemic risk.

[34/2012]

Division 1 — Establishment of Approved Holding Companies

Requirement for approval

81U.—(1)  No corporation may be the holding company of any approved exchange, licensed trade repository, approved clearing house or corporation which is an approved holding company, unless the firstmentioned corporation is an approved holding company.

[34/2012]

(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 of a day during which the offence continues after conviction.

(3)  Without affecting 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.

[34/2012]

(4)  Without affecting section 337(3) and (4), the Authority may, by written notice, exempt any corporation from subsection (1), subject to such conditions or restrictions as the Authority may specify by written notice, if the Authority is satisfied that the exemption will not detract from the objectives specified in section 81T.

[34/2012]

(5)  It is not necessary to publish any exemption granted under subsection (4) in the Gazette.

[34/2012]

(6)  The Authority may, at any time, by written notice —

(a) add to the conditions and restrictions referred to in subsection (4); or

(b) vary or revoke any condition or restriction referred to in that subsection.

[34/2012]

(7)  Every corporation that is granted an exemption under subsection (3) must satisfy every condition or restriction imposed on it under that subsection.

[34/2012]

(8)  Every corporation that is granted an exemption under subsection (4) must satisfy every condition or restriction imposed on it under that subsection or subsection (6).

[34/2012]

(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 of a day during which the offence continues after conviction.

[34/2012]

Application for approval

81V.—(1)  A corporation may apply to the Authority to be approved as an approved holding company.

(2)  An application made under subsection (1) must be —

(a) made in such form and manner as the Authority may prescribe; and

(b) accompanied by a non‑refundable prescribed application fee, which must be paid in the manner specified by the Authority.

(3)  The Authority may require an applicant to provide it with such information or documents as the Authority considers necessary in relation to the application.

Power of Authority to approve 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 thinks fit to impose by written notice, if the Authority is satisfied that —

(a) 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

(b) the grounds referred to in subsection (5) for refusing such approval do not apply.

(2)  The Authority may, at any time, by written notice to the corporation, vary any condition or restriction or impose such further conditions or restrictions as the Authority thinks fit.

(3)  An approved holding company must, for the duration of the approval, satisfy all conditions and restrictions that may be imposed on it under subsections (1) and (2).

(4)  Subject to subsection (5), the Authority must 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:

(a) the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

(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 corporation;

(c) the corporation has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly.

(6)  The Authority must 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 is 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 of a day during which the offence continues after conviction.

Annual fees payable by approved holding company

81X.—(1)  Every approved holding company must pay to the Authority such annual fees as may be prescribed and in such manner as the Authority may specify.

(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 approval

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 revoke approval

81Z.—(1)  The Authority may revoke any approval of a corporation as an approved holding company under section 81W(1) if —

(a) 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;

(b) the corporation is being wound up or otherwise dissolved, whether in Singapore or elsewhere;

(c) the corporation contravenes —

(i) any condition or restriction applicable in respect of its approval;

(ii) any direction issued to it by the Authority under this Act; or

(iii) any provision in this Act;

(d) the corporation operates in a manner that is, in the opinion of the Authority, contrary to the interests of the public;

(da) upon the Authority exercising any power under section 81ZGC(2) or the Minister exercising any power under Division 2, 4, 5 or 6 of Part 8 of the Financial Services and Markets Act 2022 in relation to the corporation, the Authority considers that it is in the public interest to revoke the approval;

[Act 18 of 2022 wef 10/05/2024]

(e) 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;

(f) 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

(g) any information or document provided by the corporation to the Authority is false or misleading.

[34/2012; 10/2013; 31/2017]

(2)  Subject to subsection (3), the Authority must 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:

(a) the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

(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 corporation;

(c) the corporation has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly.

(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 is final.

(5)  Despite the lodging of an appeal under subsection (4), any action taken by the Authority under this section continues to have effect pending the Minister’s decision.

(6)  The Minister may, when deciding an appeal under subsection (4), make such modification as he or she considers necessary to any action taken by the Authority under this section, and such modified action has effect from the date of the Minister’s decision.

(7)  The Authority must 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 matters

81ZA.—(1)  An approved holding company must, as soon as practicable after the occurrence of any of the following circumstances, notify the Authority of the circumstance:

(a) any material change to the information provided by the approved holding company in its application under section 81V(1);

(b) the carrying on of any activity by the approved holding company other than such activity or such class of activities prescribed by regulations made under section 81ZK;

(c) the acquisition by the approved holding company of a substantial shareholding in a corporation, which carries on any activity other than such activity or such class of activities prescribed by regulations made under section 81ZK;

(d) any other matter that the Authority may prescribe by regulations made under section 81ZK for the purposes of this paragraph or specify by written notice to the approved holding company.

[34/2012; 4/2017]

(2)  Without limiting 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 —

(a) where the notification relates to a matter referred to in subsection (1)(b) —

(i) to cease carrying on the firstmentioned activity referred to in subsection (1)(b); or

(ii) to carry on the firstmentioned 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

(b) where the notification relates to a matter referred to in subsection (1)(c) —

(i) to dispose of the shareholding referred to in subsection (1)(c); or

(ii) 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 must 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 of a day during which the offence continues after conviction.

Obligation to submit periodic reports

81ZB.—(1)  An approved holding company must 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 of a day during which the offence continues after conviction.

Obligation to assist Authority

81ZC.—(1)  An approved holding company must 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 —

(a) such books and other information relating to the activities of the approved holding company; and

(b) 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 of a day 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 must maintain, and aid in maintaining, the confidentiality of all user information that —

(a) comes to the knowledge of the approved holding company or any of its officers or employees; or

(b) is in the possession of the approved holding company or any of its officers or employees.

(2)  Subsection (1) does not apply to —

(a) the disclosure of user information for such purposes, or in such circumstances, as the Authority may prescribe;

(b) any disclosure of user information which is authorised by the Authority to be disclosed or provided; or

(c) 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 of a day during which the offence continues after conviction.

(4)  To avoid doubt, nothing in this section is to 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.

Control of substantial shareholding in approved holding companies

81ZE.—(1)  A person must not enter into any agreement to acquire shares in an approved holding company by virtue of which the person 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)  A person must not become —

(a) a 12% controller; or

(b) 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 the person’s associates —

(a) holds not less than 12% of the shares in the approved holding company; or

(b) 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 the person’s associates —

(a) holds not less than 20% of the shares in the approved holding company; or

(b) is in a position to control not less than 20% of the votes in the approved holding company.

(4)  In this section —

(a) a person holds a share if —

(i) the person is deemed to have an interest in that share under section 7(6) to (10) of the Companies Act 1967; or

(ii) the person otherwise has a legal or an equitable interest in that share, except such interest as is to be disregarded under section 7(6) to (10) of the Companies Act 1967;

(b) a reference to the control of a percentage of the votes in an approved holding company is to be construed as a reference to the control, whether direct or indirect, of that percentage of the total number of votes that might be cast in a general meeting of the approved holding company; and

(c) a person, A, is an associate of another person, B, if —

(i) A is the spouse, a parent, remoter lineal ancestor or step‑parent, a son, daughter, remoter issue, stepson or stepdaughter or a brother or sister of B;

(ii) A is a body corporate that is, or a majority of the directors of which are, accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of B;

(iii) [Deleted by Act 35 of 2014]

(iv) 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;

(v) A is a subsidiary of B;

(vi) [Deleted by Act 35 of 2014]

(vii) 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

(viii) [Deleted by Act 35 of 2014]

(ix) 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.

[35/2014]

(5)  The Authority may grant its approval referred to in subsection (1) or (2) subject to such conditions or restrictions as the Authority thinks fit.

(6)  Without affecting 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 written notice, 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 despite anything to the contrary in the Companies Act 1967 or the memorandum or articles of association or other constituent document or documents of the approved holding company —

(a) no voting rights are exercisable in respect of the shares which are the subject of the direction;

(b) the approved holding company must 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

(c) except in a liquidation of the approved holding company, the approved holding company must 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) is deemed to be void, and a person to whom a direction has been issued under subsection (6) must immediately return those shares to the approved holding company, upon which the approved holding company must return to the person any payment received from the person in respect of those shares.

(9)  Any payment made by an approved holding company in contravention of subsection (7)(c) is deemed to be void, and a person to whom a direction has been issued under subsection (6) must immediately return the payment the person has received to the approved holding company.

(10)  The Authority may exempt —

(a) any person or class or persons; or

(b) any class or description of shares or interests in shares,

from the requirement under subsection (1) or (2), subject to such conditions or restrictions as the Authority may impose.

(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 of a day 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 of a day during which the offence continues after conviction.

Approval of chairperson, chief executive officer, director and key persons

81ZF.—(1)  An approved holding company must ensure that it appoints or employs fit and proper persons as its chairperson, chief executive officer, directors and key management officers.

(2)  An approved holding company must not appoint a person as its chairperson, chief executive officer or director unless the approved holding company has obtained the approval of the Authority.

(3)  The Authority may, by written notice, 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 must comply with the notice.

(4)  An application for approval under subsection (2) or (3) must be made in such form and manner as the Authority may prescribe.

(5)  Without limiting 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 written notice.

(6)  Subject to subsection (7), the Authority must 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:

(a) the person is an undischarged bankrupt, whether in Singapore or elsewhere;

(b) the person has been convicted, whether in Singapore or elsewhere, of an offence —

(i) involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly; and

(ii) punishable with imprisonment for a term of 3 months or more.

(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 must, as soon as practicable, give written notice to the Authority of the resignation or removal of its chairperson, 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.

[34/2012]

(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.

[34/2012]

(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 the Authority may impose.

(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 of a day during which the offence continues after conviction.

Listing of approved holding companies on organised market

81ZG.—(1)  The securities or securities‑based derivatives contracts of an approved holding company must not be listed for quotation on an organised market that is operated by any of its related corporations, unless the approved holding company and the operator of the organised market have entered into such arrangements as the Authority may require —

(a) for dealing with possible conflicts of interest that may arise from such listing; and

(b) for the purpose of ensuring the integrity of the trading of the securities or securities‑based derivatives contracts (as the case may be) of the approved holding company.

[4/2017]

(2)  Where the securities or securities‑based derivatives contracts of an approved holding company are listed for quotation on an organised market operated by any of its related corporations, the Authority may act in place of the operator of the organised market in making decisions and taking action, or require the operator of the organised market to make decisions and to take action on behalf of the Authority, on —

(a) the admission of the approved holding company to, or the removal of the approved holding company from, the official list of the organised market; and

(b) the granting of approval for the securities or securities‑based derivatives contracts (as the case may be) of the approved holding company to be, or the stopping or suspending of the securities or securities‑based derivatives contracts (as the case may be) of the approved holding company from being, listed for quotation or quoted on the organised market.

[4/2017]

(3)  The Authority may, by written notice to the operator of the organised market —

(a) modify the listing rules of the organised market for the purpose of their application to the listing of the securities or securities‑based derivatives contracts of the approved holding company for quotation or trading; or

(b) waive the application of any listing rule of the organised market to the approved holding company.

[4/2017]

(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 of a day 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, must immediately inform the Authority of that fact.

[10/2013]

(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 of a day during which the offence continues after conviction.

[10/2013]

Interpretation of sections 81ZGB to 81ZGG

81ZGB.  In this section and sections 81ZGC to 81ZGG, unless the context otherwise requires —

“business” includes affairs and property;

“office holder”, in relation to an approved holding 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 —

(a) which the Authority has assumed control of under section 81ZGC; or

(b) in relation to which a statutory adviser or a statutory manager has been appointed under section 81ZGC;

“statutory adviser” means a statutory adviser appointed under section 81ZGC;

“statutory manager” means a statutory manager appointed under section 81ZGC.

[10/2013]

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

81ZGC.—(1)  The Authority may exercise any one or more of the powers specified in subsection (2) as appears to it to be necessary, where —

(a) an approved holding company informs the Authority that it is or is likely to become insolvent, or that it is or is likely to become unable to meet its obligations, or that it has suspended or is about to suspend payments;

(b) an approved holding company becomes unable to meet its obligations, or is insolvent, or suspends payments;

(c) the Authority is of the opinion that an approved holding company —

(i) is carrying on its business in a manner likely to be detrimental to the interests of the public or a section of the public or the protection of investors, or to the objectives specified in section 81T;

(ii) is or is likely to become insolvent, or is or is likely to become unable to meet its obligations, or is about to suspend payments;

(iii) has contravened any of the provisions of this Act; or

(iv) has failed to comply with any condition or restriction imposed on it under section 81W(1) or (2); or

(d) the Authority considers it in the public interest to do so.

[10/2013]

(2)  Subject to subsections (1) and (3), the Authority may —

(a) 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;

(b) appoint one or more persons as statutory adviser, on such terms and conditions as the Authority may specify, to advise the approved holding company on the proper management of such of the business of the approved holding company as the Authority may determine; or

(c) assume control of and manage such of the business of the approved holding company as the Authority may determine, or appoint one or more persons as statutory manager to do so on such terms and conditions as the Authority may specify.

[10/2013]

(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) is only in relation to —

(a) the business or affairs of the approved holding company carried on in, or managed in or from, Singapore; or

(b) the property of the approved holding company located in Singapore, or reflected in the books of the approved holding company in Singapore (as the case may be) in relation to its operations in Singapore.

[10/2013]

(4)  Where the Authority appoints 2 or more persons as the statutory manager of an approved holding company, the Authority must specify, in the terms and conditions of the appointment, which of the duties, functions and powers of the statutory manager —

(a) may be discharged or exercised by such persons jointly and severally;

(b) must be discharged or exercised by such persons jointly; and

(c) must be discharged or exercised by a specified person or such persons.

[10/2013]

(5)  Where the Authority has exercised any power under subsection (2), it may, at any time and without affecting its power under section 81Z(1)(da), do one or more of the following:

(a) vary or revoke any requirement of, any appointment made by or any action taken by the Authority in the exercise of such power, on such terms and conditions as it may specify;

(b) further exercise any of the powers under subsection (2);

(c) add to, vary or revoke any term or condition specified by the Authority under this section.

[10/2013]

(6)  No liability shall be incurred by a statutory manager or a statutory adviser for anything done (including any statement made) or omitted to be done with reasonable care and in good faith in the course of or in connection with —

(a) the exercise or purported exercise of any power under this Act;

(b) the performance or purported performance of any function or duty under this Act; or

(c) the compliance or purported compliance with this Act.

[10/2013]

(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 of a day during which the offence continues after conviction.

[10/2013]

Effect of assumption of control under section 81ZGC

81ZGD.—(1)  Upon assuming control of the relevant business of an approved holding company, the Authority or statutory manager (as the case may be) must take custody or control of the relevant business.

[10/2013]

(2)  During the period when the Authority or statutory manager is in control of the relevant business of an approved holding company, the Authority or statutory manager —

(a) must manage the relevant business of the approved holding company in the name of and on behalf of the approved holding company; and

(b) is deemed to be an agent of the approved holding company.

[10/2013]

(3)  In managing the relevant business of an approved holding company, the Authority or statutory manager —

(a) must take into consideration the interests of the public or the section of the public referred to in section 81ZGC(1)(c)(i), and the need to protect investors; and

(b) has 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 1967 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 requires the Authority or statutory manager to call any meeting of the approved holding company under the Companies Act 1967 or the constitution of the approved holding company.

[10/2013]

(4)  Despite 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, is deemed to be revoked, unless the Authority gives its approval, by written notice to the person and the approved holding company, for the person to remain in the appointment.

[10/2013]

(5)  Despite 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 may be appointed as the chief executive officer or a director of the approved holding company.

[10/2013]

(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 written notice to the person and the approved holding company, revoke that approval, and the appointment is deemed to be revoked on the date specified in the notice.

[10/2013]

(7)  Despite 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 —

(a) the act or purported act of the person is invalid and of no effect; and

(b) the person shall be guilty of an offence.

[10/2013]

(8)  Despite any written law or rule of law, if any person who is appointed as the chief executive officer or a director of an approved holding company in contravention of subsection (5) acts or purports to act as the chief executive officer or a director of the approved holding company during the period when the Authority or statutory manager is in control of the relevant business of the approved holding company —

(a) the act or purported act of the person is invalid and of no effect; and

(b) the person shall be guilty of an offence.

[10/2013]

(9)  During the period when the Authority or statutory manager is in control of the relevant business of an approved holding company —

(a) if there is any conflict or inconsistency between —

(i) a direction or decision given by the Authority or statutory manager (including a direction or decision to a person or body of persons referred to in sub‑paragraph (ii)); and

(ii) a direction or decision given by any chief executive 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), to the extent of the conflict or inconsistency, prevails over the direction or decision referred to in sub‑paragraph (ii); and

(b) no person may 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 is invalid and of no effect.

[10/2013]

(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 of a day during which the offence continues after conviction.

[10/2013]

Duration of control

81ZGE.—(1)  The Authority must cease to be in control of the relevant business of an approved holding company when the Authority is satisfied that —

(a) the reasons for the Authority’s assumption of control of the relevant business have ceased to exist; or

(b) it is no longer necessary in the interests of the public or the section of the public referred to in section 81ZGC(1)(c)(i) or for the protection of investors.

[10/2013]

(2)  A statutory manager is deemed to have assumed control of the relevant business of an approved holding company on the date of the statutory manager’s appointment as such.

[10/2013]

(3)  The appointment of a statutory manager in relation to the relevant business of an approved holding company may be revoked by the Authority at any time —

(a) if the Authority is satisfied that —

(i) the reasons for the appointment have ceased to exist; or

(ii) it is no longer necessary in the interests of the public or the section of the public referred to in section 81ZGC(1)(c)(i) or for the protection of investors; or

(b) on any other ground,

and upon such revocation, the statutory manager ceases to be in control of the relevant business of the approved holding company.

[10/2013]

(4)  The Authority must, as soon as practicable, publish in the Gazette the date, and such other particulars as the Authority thinks fit, of —

(a) the Authority’s assumption of control of the relevant business of an approved holding company;

(b) the cessation of the Authority’s control of the relevant business of an approved holding company;

(c) the appointment of a statutory manager in relation to the relevant business of an approved holding company; and

(d) the revocation of a statutory manager’s appointment in relation to the relevant business of an approved holding company.

[10/2013]

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

81ZGF.—(1)  During the period when the Authority or statutory manager is in control of the relevant business of an approved holding company —

(a) the General Division of 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 General Division of the High Court may specify, any property or book of the approved holding company which is comprised in, forms part of or relates to the relevant business of the approved holding company, and which is in the person’s possession or control; and

(b) any person who has ceased to be or who is still any chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the approved holding company must give to the Authority or statutory manager such information as the Authority or statutory manager may require for the discharge of the Authority’s or statutory manager’s duties or functions, or the exercise of the Authority’s or statutory manager’s powers, in relation to the approved holding company, within such time and in such manner as the Authority or statutory manager may specify.

[10/2013; 40/2019]

(2)  Any person who —

(a) without reasonable excuse, fails to comply with subsection (1)(b); or

(b) in purported compliance with subsection (1)(b), knowingly or recklessly provides any information or document that is false or misleading in a material particular,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.

[10/2013]

Remuneration and expenses of Authority and others in certain cases

81ZGG.—(1)  The Authority may at any time fix the remuneration and expenses to be paid by an approved holding company —

(a) to a statutory manager or statutory adviser appointed in relation to the approved holding company, whether or not the appointment has been revoked; and

(b) where the Authority has assumed control of the relevant business of the approved holding company, to the Authority and any person appointed by the Authority under section 320 in relation to the Authority’s assumption of control of the relevant business, whether or not the Authority has ceased to be in control of the relevant business.

[10/2013]

(2)  The approved holding company must reimburse the Authority any remuneration and expenses payable by the approved holding company to a statutory manager or statutory adviser.

[10/2013]

Auditors of approved holding companies — appointment and duties

81ZH.—(1)  Despite any other provision of this Act or any other written law, every approved holding company must —

(a) on an annual basis, appoint an auditor and obtain the approval of the Authority to such appointment; and

(b) where, for any reason, the auditor ceases to act for the approved holding company, as soon as practicable thereafter, appoint another auditor and obtain the approval of the Authority to such appointment.

(2)  An auditor must not be approved by the Authority as an auditor for an approved holding company unless the auditor is able to comply with such conditions in relation to the discharge of an auditor’s duties as the Authority may determine.

(3)  The Authority may appoint an auditor for an approved holding company if —

(a) the approved holding company fails to appoint an auditor in accordance with subsection (1); or

(b) the Authority considers it desirable that another auditor should act with an auditor for the approved holding company appointed under subsection (1),

and may at any time fix the remuneration to be paid by the approved holding company to that auditor.

(4)  The duties of an auditor appointed under subsections (1) and (3) are —

(a) to carry out, for the year in respect of which the auditor is appointed, an audit of the accounts of the approved holding company; and

(b) to make a report in respect of the latest financial statements of the approved holding company or, where the approved holding company is a parent company for which consolidated financial statements are prepared, the consolidated financial statements, in accordance with section 207 of the Companies Act 1967.

(5)  The Authority may, by written notice, impose all or any of the following duties on an auditor in addition to those in subsection (4):

(a) a duty to submit to the Authority such additional information in relation to the auditor’s audit as the Authority considers necessary;

(b) a duty to enlarge or extend the scope of the auditor’s audit of the business and affairs of the approved holding company;

(c) a duty to carry out any other examination or establish any procedure in any particular case;

(d) a duty to submit to the Authority a report on any of the matters mentioned in paragraphs (b) and (c).

(6)  An auditor to whom a notice is given under subsection (5) must comply with each direction specified in the notice.

(7)  The approved holding company must remunerate the auditor in respect of the discharge by the auditor of the duties mentioned in subsection (5).

(8)  Despite any other provision of this Act or the provisions of the Companies Act 1967, the Authority may, if it is not satisfied with the performance of any duty by an auditor of an approved holding company, at any time —

(a) direct the approved holding company to remove the auditor; and

(b) direct the approved holding company to appoint another auditor approved by the Authority, as soon as practicable after the removal,

and the approved holding company must comply with such direction.

(9)  If an auditor discloses in good faith to the Authority any information mentioned in subsection (5)(a) or report mentioned in subsection (5)(d), the disclosure is not to be treated as a breach of any restriction on the disclosure imposed by any law, contract or rules of professional conduct, and the auditor is not liable for any loss arising from the disclosure or any act or omission as a result of the disclosure.

(10)  An approved holding company that 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 of a day during which the offence continues after conviction.

(11)  An approved holding company that fails to comply with a direction under subsection (8) 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 of a day during which the offence continues after conviction.

(12)  Any auditor who fails to carry out any duty mentioned in subsection (4), or who fails to comply with subsection (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 of a day during which the offence continues after conviction.

[Act 12 of 2024 wef 24/01/2025]

Auditors of approved holding companies to report certain matters and irregularities to Authority

81ZHA.—(1)  If an auditor of an approved holding company, in the course of performing the auditor’s duties mentioned in section 81ZH(4) or (5), becomes aware of any matter or irregularity mentioned in the following paragraphs, the auditor must immediately send to the Authority a written report of that matter or irregularity:

(a) any matter that, in the auditor’s opinion, adversely affects or may adversely affect the financial position of the approved holding company to a material extent;

(b) any matter that, in the auditor’s opinion, constitutes or may constitute a breach of any provision of this Act or an offence involving fraud or dishonesty;

(c) any irregularity that has or may have a material effect 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.

(2)  An auditor of an approved holding company is not, in the absence of malice on the auditor’s part, liable to any action for defamation at the suit of any person in respect of any statement made in the auditor’s report under subsection (1).

(3)  Subsection (2) does not restrict or affect any right, privilege or immunity that the auditor of an approved holding company may have, apart from this section, as a defendant in an action for defamation.

[Act 12 of 2024 wef 24/01/2025]

Power of Authority to appoint auditor to examine and audit books of approved holding company

81ZHB.—(1)  Where —

(a) an approved holding company is required under section 81ZB(1) to submit to the Authority an auditor’s report but fails to do so; or

(b) the Authority receives a report under section 81ZHA(1),

the Authority may, without affecting its powers under section 81ZH, if it is satisfied that it is in the interests of the approved holding company, the participants of the approved holding company 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 approved holding company.

(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 approved holding company, the Authority may, in writing, direct the approved holding company 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 an approved holding company 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.

(4)  An auditor appointed under subsection (1) must, on the conclusion of the examination and audit, submit a report to the Authority.

[Act 12 of 2024 wef 24/01/2025]

Restriction on auditor’s and employee’s right to communicate certain matters

81ZHC.  Except as may be necessary for carrying into effect 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 who is carrying out any duty imposed under section 81ZH(5) or who is appointed under section 81ZHB, or any employee of such auditor, must not disclose any information which may come to his or her knowledge or possession in the course of performing his or her duties as such auditor or employee (as the case may be) to any person other than —

(a) the Authority;

(b) in the case of an employee of such auditor, the auditor; and

(c) any other person authorised by the Authority in writing to receive such information.

[Act 12 of 2024 wef 24/01/2025]

Power of Authority to exempt approved holding company from provisions of this Part

81ZI.—(1)  Without affecting 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.

[34/2012]

(2)  Without affecting section 337(3) and (4), the Authority may, by written notice, exempt any approved holding company from any provision of this Part, subject to such conditions or restrictions as the Authority may specify by written notice, if the Authority is satisfied that the non‑compliance by that approved holding company with that provision will not detract from the objectives specified in section 81T.

[34/2012; 4/2017]

(2A)  The Authority may, at any time, by written notice, add to, vary or revoke the conditions or restrictions mentioned in subsection (2).

[4/2017]

(2B)  An approved holding company that is exempted under subsection (1) must satisfy every condition or restriction imposed on it under that subsection.

[4/2017]

[Act 12 of 2024 wef 30/08/2024]

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

[4/2017]

[Act 12 of 2024 wef 30/08/2024]

(3)  It is not necessary to publish any exemption granted under subsection (2) in the Gazette.

[34/2012]

Disqualification or removal of director or executive officer

81ZJ.—(1)  Despite the provisions of any other written law, an approved holding company must not, without the prior written consent of the Authority, permit an individual to act as its director or executive officer, if the individual —

(a) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 53 of the Financial Institutions (Miscellaneous Amendments) Act 2024, being an offence —

(i) involving fraud or dishonesty;

(ii) the conviction for which involved a finding that he or she had acted fraudulently or dishonestly; or

(iii) that is specified in the Third Schedule to the Registration of Criminals Act 1949;

(b) is an undischarged bankrupt, whether in Singapore or elsewhere;

(c) has had an enforcement order against him or her in respect of a judgment debt returned unsatisfied in whole or in part;

(d) has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his or her creditors, being a compromise or scheme of arrangement that is still in operation;

(e) has had a related Acts prohibition order, a section 101A prohibition order, a section 123ZZC prohibition order, or an FSMA prohibition order made against him or her that remains in force; or

(f) has been a director of, or directly concerned in the management of, a regulated financial institution, whether in Singapore or elsewhere —

(i) which is being or has been wound up by a court; or

(ii) the approval, authorisation, designation, recognition, registration or licence of which has been withdrawn, cancelled or revoked (without any application by the regulated financial institution for withdrawal, cancellation or revocation) by the Authority or, in the case of a regulated financial institution in a foreign country or jurisdiction, by the regulatory authority in that foreign country or jurisdiction.

(2)  Despite the provisions of any other written law, where the Authority is satisfied that a director or executive officer of an approved holding company is not a fit and proper person to be a director or executive officer (as the case may be) of the approved holding company, the Authority may, by notice in writing to the approved holding company, direct it to remove the director or executive officer from his or her office or employment within such period as may be specified by the Authority in the notice, and the approved holding company must comply with the notice.

(3)  For the purpose of subsection (2), the Authority may consider any matter which it considers relevant, including (but not limited to) whether —

(a) the individual has wilfully contravened or wilfully caused the approved holding company to contravene any provision of this Act or the business rules of the approved holding company;

(b) the individual has, without reasonable excuse, failed to secure the compliance of the approved holding company with this Act, the Monetary Authority of Singapore Act 1970, any of the written laws set out in the Schedule to that Act, or the business rules of the approved holding company;

(c) the individual has failed to discharge any of the duties of his or her office or employment;

(d) the individual’s removal is necessary in the public interest or for the protection of investors; or

(e) the individual comes within any of the grounds mentioned in subsection (1).

(4)  The Authority must, in determining whether an individual has failed to discharge the duties of his or her office or employment for the purposes of subsection (3)(c), have regard to such criteria as may be prescribed.

(5)  The Authority must not direct an approved holding company to remove an individual from his or her office or employment under subsection (2) without giving the approved holding company and that individual, an opportunity to be heard except in any of the following circumstances:

(a) the individual is an undischarged bankrupt, whether in Singapore or elsewhere;

(b) a section 101A prohibition order or an FSMA prohibition order against the individual has been made and remains in force;

(c) the individual has been convicted, whether in Singapore or elsewhere, of an offence, committed before, on or after the date of commencement of section 53 of the Financial Institutions (Miscellaneous Amendments) Act 2024 —

(i) involving fraud or dishonesty or the conviction for which involved a finding that the individual had acted fraudulently or dishonestly; and

(ii) punishable with imprisonment for a term of 3 months or more.

(6)  An approved holding company must, as soon as practicable after receiving a direction under subsection (2), notify the affected director or executive officer of the direction.

(7)  Any approved holding company who receives a direction under subsection (2), or any director or executive officer of an approved holding company in relation to whom a direction under subsection (2) is given, may, within 30 days after the approved holding company receives the direction, appeal to the Minister whose decision is final.

(8)  Despite the lodging of an appeal under subsection (7), a direction under subsection (2) continues to have effect pending the Minister’s decision.

(9)  The Minister may, when deciding an appeal under subsection (7), modify the direction under subsection (2), and such modified action has effect starting on the date of the Minister’s decision.

(10)  No criminal or civil liability is incurred by an approved holding company, or any person acting on behalf of an approved holding company, in respect of anything 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.

(11)  Any approved holding company which, without reasonable excuse, 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 $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

[Act 12 of 2024 wef 24/01/2025]

Power of Authority to make regulations

81ZK.—(1)  Without affecting section 341, the Authority may make regulations for the 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.

[34/2012]

(2)  Regulations made under this section may provide —

(a) that a contravention of any specified provision thereof shall be an offence; and

(b) 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 of a day during which the offence continues after conviction.

Power of Authority to issue directions

81ZL.—(1)  The Authority may, if it thinks it necessary or expedient —

(a) for ensuring fair, orderly and transparent markets;

(aa) for ensuring safe and efficient trade repositories;

(b) for ensuring safe and efficient clearing facilities;

(c) for ensuring the integrity and stability of the capital markets or the financial system;

(d) in the interests of the public or a section of the public or for the protection of investors;

(e) for the effective administration of this Act; or

(f) for ensuring compliance with any condition or restriction as the Authority may impose 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 the Authority may prescribe,

issue directions by written notice either of a general or specific nature to an approved holding company or class of approved holding companies, and the approved holding company or each approved holding company of the class must comply with such directions.

[34/2012]

[Act 12 of 2024 wef 30/08/2024]

(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 of a day during which the offence continues after conviction.

(3)  It is not necessary to publish any direction issued under subsection (1) in the Gazette.

[34/2012]

Division 3 — Voluntary Transfer of Business of Approved Holding Company

Interpretation of this Division

81ZM.  In this Division, unless the context otherwise requires —

“business” includes affairs, property, right, obligation and liability;

“Court” means the General Division of the High Court;

“debenture” has the meaning given by section 4(1) of the Companies Act 1967;

“property” includes property, right and power of every description;

“Registrar of Companies” means the Registrar of Companies appointed under the Companies Act 1967 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.

[10/2013; 40/2019]

Voluntary transfer of business

81ZN.—(1)  A transferor may transfer the whole or any part of its business (including any business that is not the usual business of an approved holding company) to a transferee, if —

(a) the Authority has consented to the transfer;

(b) the transfer involves the whole or any part of the business of the transferor that is the usual business of an approved holding company; and

(c) the Court has approved the transfer.

[10/2013]

(2)  Subsection (1) does not affect the right of an approved holding company to transfer the whole or any part of its business under any law.

[10/2013]

(3)  The Authority may consent to a transfer under subsection (1)(a) if the Authority is satisfied that —

(a) the transferee is a fit and proper person; and

(b) the transferee will conduct the business of the transferor prudently and comply with the provisions of this Act.

[10/2013]

(4)  The Authority may at any time appoint one or more persons to perform an independent assessment of, and provide a report on, the proposed transfer of a transferor’s business (or any part thereof) under this Division.

[10/2013]

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

[10/2013]

(6)  The Authority must serve a copy of any report provided under subsection (4) on the transferor and the transferee.

[10/2013]

(7)  The Authority may require a person to provide, 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.

[10/2013]

(8)  Any person who —

(a) without reasonable excuse, fails to comply with any requirement under subsection (7); or

(b) in purported compliance with any requirement under subsection (7), knowingly or recklessly provides any information or document that is false or misleading in a material particular,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.

[10/2013]

(9)  Where a person claims, before providing the Authority with any information or document that the person is required to provide under subsection (7), that the information or document might tend to incriminate the person, the information or document is not admissible in evidence against the person in criminal proceedings other than proceedings under subsection (8).

[10/2013]

Approval of transfer

81ZO.—(1)  A transferor must apply to the Court for its approval of the transfer of the whole or any part of the business of the transferor to the transferee under this Division.

[10/2013]

(2)  Before making an application under subsection (1) —

(a) the transferor must lodge with the Authority a report setting out such details of the transfer and provide such supporting documents as the Authority may specify;

(b) the transferor must obtain the consent of the Authority under section 81ZN(1)(a);

(c) the transferor and the transferee must, if they intend to serve on their respective shareholders a summary of the transfer, obtain the Authority’s approval of the summary;

(d) the transferor must, at least 15 days before the application is made but not earlier than one month after the report 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;

(e) the transferor and the transferee must keep at their respective offices in Singapore, for inspection by any person who may be affected by the transfer, a copy of the report 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

(f) unless the Court directs otherwise, the transferor and the transferee must 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).

[10/2013]

(3)  The Authority and any person who, in the opinion of the Court, is likely to be affected by the transfer —

(a) have the right to appear before and be heard by the Court in any proceedings relating to the transfer; and

(b) may make any application to the Court in relation to the transfer.

[10/2013]

(4)  The Court is not to approve the transfer if the Authority has not consented under section 81ZN(1)(a) to the transfer.

[10/2013]

(5)  The Court may, after taking into consideration the views (if any) of the Authority on the transfer —

(a) approve the transfer without modification or subject to any modification agreed to by the transferor and the transferee; or

(b) refuse to approve the transfer.

[10/2013]

(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 takes effect only in the event of the transferee being approved as an approved holding company by the Authority.

[10/2013]

(7)  The Court may by the order approving the transfer or by any subsequent order provide for all or any of the following matters:

(a) the transfer to the transferee of the whole or any part of the business of the transferor;

(b) the allotment or appropriation by the transferee of any share, debenture, policy or other interest in the transferee which under the transfer is to be allotted or appropriated by the transferee to or for any person;

(c) the continuation by (or against) the transferee of any legal proceedings pending by (or against) the transferor;

(d) the dissolution, without winding up, of the transferor;

(e) the provisions to be made for persons who are affected by the transfer;

(f) such incidental, consequential and supplementary matters as are, in the opinion of the Court, necessary to secure that the transfer is fully effective.

[10/2013]

(8)  Any order under subsection (7) may —

(a) provide for the transfer of any business, whether or not the transferor otherwise has the capacity to effect the transfer in question;

(b) make provision in relation to any property which is held by the transferor as trustee; and

(c) make provision as to any future or contingent right or liability of the transferor, including provision as to the construction of any instrument under which any such right or liability may arise.

[10/2013]

(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 is transferred to and vests in the transferee, free in the case of any particular property (if the order so directs) from any charge which by virtue of the transfer is to cease to have effect.

[10/2013]

(10)  No order under subsection (7) has any effect or operation in transferring or otherwise vesting land in Singapore until the appropriate entries are made with respect to the transfer or vesting of that land by the appropriate authority.

[10/2013]

(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.

[10/2013]

(12)  Where an order is made under this section, the transferor and the transferee must each lodge within 7 days after the order is made —

(a) a copy of the order with the Registrar of Companies and with the Authority; and

(b) where the order relates to land in Singapore, an office copy of the order with the appropriate authority concerned with the registration or recording of dealings in that land.

[10/2013]

(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 of a day during which the offence continues after conviction.

[10/2013]

PART 4

HOLDERS OF CAPITAL MARKETS SERVICES LICENCE AND REPRESENTATIVES

Division 1 — Capital Markets Services Licence

[2/2009]

Need for capital markets services licence

82.—(1)  Subject to subsection (2) and section 99, no person may, whether as principal or agent, carry on business in any regulated activity or hold out that the person is carrying on such business unless the person is the holder of a capital markets services licence for that regulated activity.

(2)  Subsection (1) does 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 of a day during which the offence continues after conviction.

83.  [Repealed by Act 2 of 2009]

Application for grant of capital markets services licence

84.—(1)  An application for the grant of a capital markets services licence must be made to the Authority in such form and manner as the Authority may specify.

[2/2009; 4/2017]

(2)  The Authority may require an applicant to provide 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 must be accompanied by a non‑refundable prescribed application fee which must be paid in the manner specified by the Authority.

[2/2009]

Licence fee

85.—(1)  The holder of a capital markets services licence must on a yearly basis on or before such date and in such manner as the Authority may specify pay such licence fee for each regulated activity to which the licence relates as the Authority may prescribe.

[2/2009]

[Act 12 of 2024 wef 24/01/2025]

(2)  Any licence fee paid to the Authority in respect of any regulated activity must not be refunded if —

(a) the licence is revoked or suspended, or lapses during the period to which the licence fee relates;

(b) [Deleted by Act 2 of 2009]

(c) 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

(d) a section 101A prohibition order or an FSMA prohibition order has been made against the holder of a capital markets services licence.

[2/2009]

[Act 18 of 2022 wef 31/07/2024]

(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 of a day that the payment is late and both fees are recoverable by the Authority as a judgment debt.

[2/2009]

Grant of capital markets services 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 must 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 may only be granted if the applicant meets such minimum financial and other requirements as the Authority may prescribe, either generally or specifically, or as are provided in the business rules of an approved exchange or recognised market operator.

[4/2017]

(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 —

(a) 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;

(aa) any information or document that is provided by the applicant to the Authority is false or misleading;

(b) the applicant or its substantial shareholder is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

(c) an enforcement order against the applicant or its substantial shareholder in respect of a judgment debt has been returned unsatisfied in whole or in part;

[Act 25 of 2021 wef 01/04/2022]

(d) 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;

(e) 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;

(f) the applicant or its substantial shareholder, or any officer of the applicant —

(i) 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 or she had acted fraudulently or dishonestly; or

(ii) has been convicted of an offence under this Act;

(g) 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;

(h) 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;

(i) 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;

(j) 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;

(k) 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;

(l) there are other circumstances which are likely to —

(i) lead to the improper conduct of business by the applicant, any of its officers, employees or substantial shareholders; or

(ii) reflect discredit on the manner of conducting the business of the applicant or its substantial shareholders;

(m) 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;

(n) the Authority is of the opinion that it would be contrary to the interests of the public to grant the licence; or

(o) a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against the applicant.

[2/2009]

[Act 18 of 2022 wef 31/07/2024]

(5)  Subject to subsection (6), the Authority must not refuse an application for a grant of a capital markets services licence without giving the applicant an opportunity to be heard.

[2/2009]

(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:

(a) the applicant is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

(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 applicant;

(c) 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;

(d) a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against the applicant.

[2/2009]

[Act 18 of 2022 wef 31/07/2024]

87.  [Repealed by Act 2 of 2009]

87A.  [Repealed by Act 2 of 2009]

Power of Authority to impose conditions or restrictions

88.—(1)  The Authority may grant a capital markets services licence subject to such conditions or restrictions as it thinks fit.

[2/2009]

(1A)  Without limiting subsection (1), where the Authority grants a capital markets services licence to carry on a business of dealing in capital markets products, the Authority may impose conditions or restrictions under subsection (1) restricting the holder of the capital markets services licence to one or more types of capital markets products in respect of which the holder may carry on a business of dealing in capital markets products.

[4/2017]

(2)  The Authority may, at any time, by written notice to a holder of a capital markets services licence, vary or revoke any condition or restriction or impose such further condition or restriction as it thinks fit.

[2/2009]

[Act 12 of 2024 wef 30/08/2024]

(3)  Any person who contravenes any condition or restriction in its licence shall be guilty of an offence.

[2/2009]

89.  [Repealed by Act 2 of 2009]

Variation of capital markets services 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.

[2/2009]

(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) must be accompanied by a non‑refundable prescribed application fee which must be paid in the manner specified by the Authority.

[2/2009]

(3)  The Authority may —

(a) approve the application subject to such conditions or restrictions as the Authority thinks fit; or

(b) refuse the application on any of the grounds set out in section 86(4).

[2/2009]

(4)  The Authority must not refuse an application under subsection (1) without giving the applicant an opportunity to be heard.

Deposit to be lodged in respect of capital markets services 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 as the Authority may prescribe by regulations made under section 100 in respect of that licence and in such form as the Authority may specify.

[2/2009; 4/2017]

(2)  The Authority may prescribe the circumstances and purposes for the use of the deposit.

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

92.  Any person who, in connection with an application for the grant or variation of a capital markets services licence —

(a) without reasonable excuse, makes a statement which is false or misleading in a material particular; or

(b) without reasonable excuse, omits to state any matter or thing without which the application is misleading in a material respect,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.

[2/2009]

Notification of change of particulars

93.—(1)  Where —

(a) 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

(b) a change occurs in any matter records of which are required by section 94 to be kept in relation to the holder,

the holder must, not later than 14 days after the occurrence of the event, provide particulars of the event to the Authority in the prescribed form and manner.

[2/2009]

(2)  Any person who, without reasonable excuse, contravenes this section shall be guilty of an offence.

[Act 12 of 2024 wef 24/01/2025]

Records of holders of capital markets services licence

94.—(1)  The Authority must 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:

(a) its name;

(b) the address of the principal place of business at which it carries on the business in respect of which the licence is held;

(c) the regulated activity or activities and the type or types of capital markets products to which its licence relates;

(d) 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;

(e) such other information as may be prescribed.

[2/2009; 4/2017]

(2)  The Authority may publish the information referred to in subsection (1) or any part of it in such manner as it considers appropriate.

[2/2009]

Lapsing, revocation and suspension of capital markets services licence

95.—(1)  A capital markets services licence lapses —

(a) if the holder is wound up or otherwise dissolved, whether in Singapore or elsewhere; or

(b) in the event of such other occurrence or in such other circumstances as may be prescribed.

[2/2009]

(2)  The Authority may revoke a capital markets services licence if —

(a) there exists a ground on which the Authority may refuse an application under section 86;

(b) 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;

(ba) the Authority has reason to believe that the holder has not acted in the best interests of the holder’s subscribers or customers;

(c) the Authority has reason to believe that the holder, or any of its officers or employees, has not performed its or his or her duties efficiently, honestly or fairly;

(d) 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;

(da) it appears to the Authority that the holder has failed to satisfy any of its obligations under or arising from —

(i) this Act; or

(ii) any written direction issued by the Authority under this Act;

(e) 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;

(ea) upon the Authority exercising any power under section 97E(2) or the Minister exercising any power under Division 2, 4, 5 or 6 of Part 8 of the Financial Services and Markets Act 2022 in relation to the holder, the Authority considers that it is in the public interest to revoke the licence;

[Act 18 of 2022 wef 10/05/2024]

(f) the holder has provided any information or document to the Authority that is false or misleading;

(g) the holder fails to pay the licence fee referred to in section 85; or

(h) a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against the holder.

[2/2009; 34/2012; 10/2013; 31/2017]

[Act 18 of 2022 wef 31/07/2024]

(3)  The Authority may, if it considers it desirable to do so —

(a) suspend a capital markets services licence for a specific period instead of revoking it under subsection (2); and

(b) at any time extend or revoke the suspension.

[2/2009]

(4)  Subject to subsection (5), the Authority must 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.

[2/2009]

(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:

(a) the holder is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

(b) a receiver, a receiver and manager or an equivalent person has been appointed, whether in Singapore or elsewhere, for or in respect of any property of the holder;

(c) 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;

(d) a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against the holder.

[2/2009]

[Act 18 of 2022 wef 31/07/2024]

(6)  Where the Authority has revoked or suspended a capital markets services licence, the holder of that licence must —

(a) in the case of a revocation of its licence, immediately inform all its representatives by written notice of such revocation, and the representatives who are so informed must cease to act as representatives of that holder; or

(b) in the case of a suspension of its licence, immediately inform all its representatives by written notice of such suspension, and the representatives who are so informed must cease to act as representatives of that holder during the period of the suspension.

[2/2009]

(7)  Any holder of a capital markets services licence who —

(a) performs a regulated activity while its licence has lapsed or has been revoked or suspended; or

(b) 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 of a day during which the offence continues after conviction.

[2/2009]

(8)  A lapsing, revocation or suspension of a capital markets services licence does not operate so as to —

(a) 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

(b) affect any right, obligation or liability arising under any such agreement, transaction or arrangement.

[2/2009]

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

96.—(1)  Subject to subsection (1B), a holder of a capital markets services licence must not —

(a) appoint a person as its chief executive officer or director; or

(b) change the nature of the appointment of a person as a director from one that is non‑executive to one that is executive,

unless it has obtained the approval of the Authority.

[2/2009]

(1A)  Where a holder of a capital markets services licence has obtained the approval of the Authority to appoint a person as its chief executive officer or director under subsection (1)(a), the person may be re‑appointed as chief executive officer or director (as the case may be) of the holder immediately upon the expiry of the earlier term without the approval of the Authority.

[2/2009]

(1B)  Subsection (1) does not apply to the appointment of a person as a director of a foreign company, or the change in the nature of the appointment of a person as a director of a foreign company if, at the time of the appointment or change, the person —

(a) does not reside in Singapore; and

(b) is not directly responsible for its business in Singapore or any part thereof.

[2/2009]

(2)  Without affecting 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 must 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:

(a) the person is an undischarged bankrupt, whether in Singapore or elsewhere;

(aa) a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against the person;

[Act 18 of 2022 wef 31/07/2024]

(b) the person has been convicted, whether in Singapore or elsewhere, of an offence —

(i) involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly; and

(ii) punishable with imprisonment for a term of 3 months or more.

[2/2009]

(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 affecting the Authority’s power to impose conditions or restrictions under section 88, the Authority may, at any time by written notice 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.

[2/2009]

(7)  Any person who contravenes any condition imposed under subsection (6) shall be guilty of an offence.

[2/2009]

Disqualification or removal of director or executive officer

97.—(1)  Despite the provisions of any other written law —

(a) a holder of a capital markets services licence must not, without the prior written consent of the Authority, permit a person to act as its executive officer; and

(b) a holder of a capital markets services licence which is incorporated in Singapore must not, without the prior written consent of the Authority, permit a person to act as its director,

if the person —

(c) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 18 April 2013, being an offence —

(i) involving fraud or dishonesty;

(ii) the conviction for which involved a finding that he or she had acted fraudulently or dishonestly; or

(iii) that is specified in the Third Schedule to the Registration of Criminals Act 1949;

(d) is an undischarged bankrupt, whether in Singapore or elsewhere;

(e) has had an enforcement order against him or her in respect of a judgment debt returned unsatisfied in whole or in part;

[Act 25 of 2021 wef 01/04/2022]

(f) has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his or her creditors, being a compromise or scheme of arrangement that is still in operation;

(g) has had a related Acts prohibition order, a section 101A prohibition order, a section 123ZZC prohibition order or an FSMA prohibition order made against him or her that remains in force; or

[Act 12 of 2024 wef 24/01/2025]

(h) has been a director of, or directly concerned in the management of, a regulated financial institution, whether in Singapore or elsewhere —

(i) which is being or has been wound up by a court; or

(ii) the approval, authorisation, designation, recognition, registration or licence of which has been withdrawn, cancelled or revoked (without any application by the regulated financial institution for withdrawal, cancellation or revocation) by the Authority or, in the case of a regulated financial institution in a foreign country or jurisdiction, by the regulatory authority in that foreign country or jurisdiction.

[10/2013; 4/2017]

[Act 12 of 2024 wef 24/01/2025]

(1A)  Despite 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, is not a fit and proper person to be a director or executive officer (as the case may be) of the holder, the Authority may, by notice in writing to the holder, direct it to remove the director or executive officer from his or her office or employment within such period as the Authority may specify in the notice, and the holder must comply with the notice.

[Act 12 of 2024 wef 24/01/2025]

(2)  For the purpose of subsection (1A), the Authority may consider any matter which it considers relevant, including (but not limited to) whether —

(a) the individual has wilfully contravened or wilfully caused the holder to contravene any provision of this Act;

(b) the individual has, without reasonable excuse, failed to secure the compliance of the holder with this Act, the Monetary Authority of Singapore Act 1970, or any of the written laws set out in the Schedule to that Act;

(c) the individual has failed to discharge any of the duties of his or her office or employment;

(d) the individual’s removal is necessary in the public interest or for the protection of investors; or

(e) the individual comes within any of the grounds mentioned in subsection (1).

[Act 12 of 2024 wef 24/01/2025]

(3)  The Authority must, in determining whether an individual has failed to discharge the duties of his or her office or employment for the purposes of subsection (2)(c), have regard to such criteria as may be prescribed.

[Act 12 of 2024 wef 24/01/2025]

(4)  The Authority must not direct a holder of a capital markets services licence to remove an individual from his or her office or employment under subsection (1A) without giving the holder and that individual an opportunity to be heard, except in any of the following circumstances:

(a) the individual is an undischarged bankrupt, whether in Singapore or elsewhere;

(b) a section 101A prohibition order or an FSMA prohibition order against the individual has been made that remains in force;

(c) the individual has been convicted, whether in Singapore or elsewhere, of an offence, committed before, on or after the date of commencement of section 58(d) of the Financial Institutions (Miscellaneous Amendments) Act 2024 —

(i) involving fraud or dishonesty or the conviction for which involved a finding that the individual had acted fraudulently or dishonestly; and

(ii) punishable with imprisonment for a term of 3 months or more.

[Act 12 of 2024 wef 24/01/2025]

(5)  A holder of a capital markets services licence must, as soon as practicable after receiving a direction under subsection (1A), notify the affected director or executive officer of the direction.

[Act 12 of 2024 wef 24/01/2025]

(5A)  A holder of a capital markets services licence who receives a direction under subsection (1A), or any director or executive officer of a holder of a capital markets services licence in relation to whom a direction under subsection (1A) is given, may, within 30 days after the holder receives the direction, appeal to the Minister whose decision is final.

[Act 12 of 2024 wef 24/01/2025]

(5B)  Despite the lodging of an appeal under subsection (5A), any direction under subsection (1A) continues to have effect pending the Minister’s decision.

[Act 12 of 2024 wef 24/01/2025]

(5C)  The Minister may, when deciding an appeal under subsection (5A), modify the direction under subsection (1A), and such modified action has effect starting on the date of the Minister’s decision.

[Act 12 of 2024 wef 24/01/2025]

(6)  No criminal or civil liability is incurred by —

(a) a holder of a capital markets services licence; or

(b) any person acting on behalf of the holder of a capital markets services licence,

in respect of anything 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.

[10/2013]

[Act 12 of 2024 wef 24/01/2025]

(6A)  A holder of a capital markets services licence who, without reasonable excuse, contravenes subsection (1) or fails to comply with a notice issued under subsection (1A) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.

[Act 12 of 2024 wef 24/01/2025]

(7)  [Deleted by Act 12 of 2024 wef 24/01/2025]

[Act 12 of 2024 wef 24/01/2025]

Control of take‑over of holder of capital markets services 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.

[2/2009]

(2)  A person must not obtain effective control of the holder of a capital markets services licence that is a company, unless the person has obtained the prior approval of the Authority.

[Act 12 of 2024 wef 24/01/2025]

(3)  An application for the Authority’s approval under subsection (2) must be made in writing, and the Authority may approve the application if the Authority is satisfied that —

(a) the applicant is a fit and proper person to have effective control of the holder of the capital markets services licence;

(b) 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

(c) the applicant satisfies such other criteria as may be prescribed.

[2/2009]

[Act 12 of 2024 wef 24/01/2025]

(4)  Any approval under subsection (3) may be granted to the applicant subject to such conditions as the Authority may determine, including any condition —

(a) restricting the applicant’s disposal or further acquisition of shares or voting power in the holder of a capital markets services licence; or

(b) restricting the applicant’s exercise of voting power in the holder of a capital markets services licence,

and the applicant must comply with such conditions.

[2/2009]

(4A)  The Authority may at any time add to or vary any condition imposed under subsection (4) and the applicant must comply with the condition so added to or varied.

[Act 12 of 2024 wef 24/01/2025]

(4B)  The Authority may at any time revoke any condition imposed under subsection (4) (including a condition that has been added to or varied under subsection (4A)).

[Act 12 of 2024 wef 24/01/2025]

(5)  Any condition imposed under subsection (4) (including a condition that has been added to or varied under subsection (4A)) has effect despite any provision of the Companies Act 1967 or anything contained in the constitution of the holder of a capital markets services licence.

[2/2009; 4/2017]

[Act 12 of 2024 wef 24/01/2025]

(6)  For the purposes of this section and section 97B —

(a) a person has effective control of the holder of a capital markets services licence —

(i) if the person, alone or acting together with any connected person, holds, directly or indirectly, 20% or more of the issued share capital of the holder;

(ii) if the person, alone or acting together with any connected person, controls, directly or indirectly, 20% or more of the voting power in the holder;

(iii) if the holder or its directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the person (whether conveyed by the person alone or together with any other person, and whether with or without holding shares or controlling voting power in the holder); or

(iv) if the person (whether alone or acting together with any other person, and whether with or without holding shares or controlling voting power in the holder) is able to determine the policy of the holder; and

[Act 12 of 2024 wef 24/01/2025]

(b) [Deleted by Act 12 of 2024 wef 24/01/2025]

(c) 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.

[2/2009]

(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.

[2/2009]

(8)  Any person who fails to comply with a condition imposed under subsection (4) (including a condition added to or varied under subsection (4A)) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.

[Act 12 of 2024 wef 24/01/2025]

Objection to control of holder of capital markets services licence

97B.—(1)  The Authority may serve a written notice of objection on —

(a) any person required to obtain the Authority’s approval or who has obtained the approval under section 97A; or

(b) any person who has effective control of the holder of a capital markets services licence,

if the Authority is satisfied that —

(c) any condition of approval imposed on the person under section 97A(4) (including a condition that has been added to or varied under section 97A(4A)) has not been complied with;

[Act 12 of 2024 wef 24/01/2025]

(d) 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;

(e) 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;

(f) the person does not or ceases to satisfy such criteria as may be prescribed;

(g) the person has provided false or misleading information or documents in connection with an application under section 97A; or

(h) 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.

[2/2009]

(2)  The Authority must not serve a notice of objection on any person without giving the person an opportunity to be heard, except in the following circumstances:

(a) the person is in the course of being wound up or otherwise dissolved or, in the case of an individual, is an undischarged bankrupt whether in Singapore or elsewhere;

(b) a receiver, a receiver and manager, a judicial manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the person;

(c) a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against the person;

[Act 12 of 2024 wef 24/01/2025]

(d) the person has been convicted, whether in Singapore or elsewhere, of any offence involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly.

[2/2009]

(3)  The Authority must, in any written notice of objection, specify a reasonable period within which the person to be served the written notice of objection must —

(a) take such steps as are necessary to ensure that the person ceases to have effective control of the holder of a capital markets services licence; or

[Act 12 of 2024 wef 24/01/2025]

(b) comply with such other requirements as the Authority may specify in the written notice of objection.

[2/2009]

(4)  Any person served with a notice of objection under this section must comply with the notice.

[2/2009]

(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.

[2/2009]

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, must immediately inform the Authority of that fact.

[10/2013]

(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 of a day during which the offence continues after conviction.

[10/2013]

Interpretation of sections 97D to 97I

97D.  In this section and sections 97E to 97I, unless the context otherwise requires —

“business” includes affairs and property;

“office holder”, in relation to a holder of a capital markets services licence, means any person acting as the liquidator, the provisional liquidator, the receiver or the receiver and manager of the holder, or acting in an equivalent capacity in relation to the holder;

“relevant business” means any business of a holder of a capital markets services licence —

(a) which the Authority has assumed control of under section 97E; or

(b) in relation to which a statutory adviser or a statutory manager has been appointed under section 97E;

“statutory adviser” means a statutory adviser appointed under section 97E;

“statutory manager” means a statutory manager appointed under section 97E.

[10/2013]

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

97E.—(1)  The Authority may exercise any one or more of the powers specified in subsection (2) as appears to it to be necessary, where —

(a) a holder of a capital markets services licence informs the Authority that it is or is likely to become insolvent, or that it is or is likely to become unable to meet its obligations, or that it has suspended or is about to suspend payments;

(b) a holder of a capital markets services licence becomes unable to meet its obligations, or is insolvent, or suspends payments;

(c) the Authority is of the opinion that a holder of a capital markets services licence —

(i) is carrying on its business in a manner likely to be detrimental to the interests of the public or a section of the public or the protection of investors;

(ii) is or is likely to become insolvent, or is or is likely to become unable to meet its obligations, or is about to suspend payments;

(iii) has contravened any of the provisions of this Act; or

(iv) has failed to comply with any condition or restriction in its licence (being a condition or restriction imposed under section 88(1) or (2)); or

(d) the Authority considers it in the public interest to do so.

[10/2013]

(2)  Subject to subsections (1) and (3), the Authority may —

(a) require the holder of a capital markets services licence immediately to take any action or to do or not to do any act or thing whatsoever in relation to its business as the Authority may consider necessary;

(b) appoint one or more persons as statutory adviser, on such terms and conditions as the Authority may specify, to advise the holder of a capital markets services licence on the proper management of such of the business of the holder as the Authority may determine; or

(c) assume control of and manage such of the business of the holder of a capital markets services licence as the Authority may determine, or appoint one or more persons as statutory manager to do so on such terms and conditions as the Authority may specify.

[10/2013]

(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) is only in relation to —

(a) the business or affairs of the holder carried on in, or managed in or from, Singapore; or

(b) the property of the holder located in Singapore, or reflected in the books of the holder in Singapore (as the case may be) in relation to its operations in Singapore.

[10/2013]

(4)  Where the Authority appoints 2 or more persons as the statutory manager of a holder of a capital markets services licence, the Authority must specify, in the terms and conditions of the appointment, which of the duties, functions and powers of the statutory manager —

(a) may be discharged or exercised by such persons jointly and severally;

(b) must be discharged or exercised by such persons jointly; and

(c) must be discharged or exercised by a specified person or such persons.

[10/2013]

(5)  Where the Authority has exercised any power under subsection (2), it may, at any time and without affecting its power under section 95(2)(ea), do one or more of the following:

(a) vary or revoke any requirement of, any appointment made by or any action taken by the Authority in the exercise of such power, on such terms and conditions as it may specify;

(b) further exercise any of the powers under subsection (2);

(c) add to, vary or revoke any term or condition specified by the Authority under this section.

[10/2013]

(6)  No liability shall be incurred by a statutory manager or a statutory adviser for anything done (including any statement made) or omitted to be done with reasonable care and in good faith in the course of or in connection with —

(a) the exercise or purported exercise of any power under this Act;

(b) the performance or purported performance of any function or duty under this Act; or

(c) the compliance or purported compliance with this Act.

[10/2013]

(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 of a day during which the offence continues after conviction.

[10/2013]

Effect of assumption of control under section 97E

97F.—(1)  Upon assuming control of the relevant business of a holder of a capital markets services licence, the Authority or statutory manager (as the case may be) must take custody or control of the relevant business.

[10/2013]

(2)  During the period when the Authority or statutory manager is in control of the relevant business of a holder of a capital markets services licence, the Authority or statutory manager —

(a) must manage the relevant business of the holder in the name of and on behalf of the holder; and

(b) is deemed to be an agent of the holder.

[10/2013]

(3)  In managing the relevant business of a holder of a capital markets services licence, the Authority or statutory manager —

(a) must consider the interests of the public or the section of the public referred to in section 97E(1)(c)(i), and the need to protect investors; and

(b) has 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 Act 1967 and the constitution of the holder, including powers of delegation, in relation to the relevant business of the holder; but nothing in this paragraph requires the Authority or statutory manager to call any meeting of the holder under the Companies Act 1967 or the constitution of the holder.

[10/2013]

(4)  Despite 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, is deemed to be revoked, unless the Authority gives its approval, by written notice to the person and the holder, for the person to remain in the appointment.

[10/2013]

(5)  Despite 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 may be appointed as the chief executive officer or a director of the holder.

[10/2013]

(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 written notice to the person and the holder, revoke that approval, and the appointment is deemed to be revoked on the date specified in the notice.

[10/2013]

(7)  Despite 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 —

(a) the act or purported act of the person is invalid and of no effect; and

(b) the person shall be guilty of an offence.

[10/2013]

(8)  Despite any written law or rule of law, if any person who is appointed as the chief executive officer or a director of a holder of a capital markets services licence in contravention of subsection (5) acts or purports to act as the chief executive officer or a director of the holder during the period when the Authority or statutory manager is in control of the relevant business of the holder —

(a) the act or purported act of the person is invalid and of no effect; and

(b) the person shall be guilty of an offence.

[10/2013]

(9)  During the period when the Authority or statutory manager is in control of the relevant business of a holder of a capital markets services licence —

(a) if there is any conflict or inconsistency between —

(i) a direction or decision given by the Authority or statutory manager (including a direction or decision to a person or body of persons referred to in sub‑paragraph (ii)); and

(ii) a direction or decision given by any chief executive officer, director, member, executive officer, employee, agent or office holder, or the board of directors, of the holder,

the direction or decision referred to in sub‑paragraph (i), to the extent of the conflict or inconsistency, prevails over the direction or decision referred to in sub‑paragraph (ii); and

(b) no person may 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 is invalid and of no effect.

[10/2013]

(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 of a day during which the offence continues after conviction.

[10/2013]

Duration of control

97G.—(1)  The Authority must cease to be in control of the relevant business of a holder of a capital markets services licence when the Authority is satisfied that —

(a) the reasons for the Authority’s assumption of control of the relevant business have ceased to exist; or

(b) it is no longer necessary in the interests of the public or the section of the public referred to in section 97E(1)(c)(i) or for the protection of investors.

[10/2013]

(2)  A statutory manager is deemed to have assumed control of the relevant business of a holder of a capital markets services licence on the date of the statutory manager’s appointment as a statutory manager.

[10/2013]

(3)  The appointment of a statutory manager in relation to the relevant business of a holder of a capital markets services licence may be revoked by the Authority at any time —

(a) if the Authority is satisfied that —

(i) the reasons for the appointment have ceased to exist; or

(ii) it is no longer necessary in the interests of the public or the section of the public referred to in section 97E(1)(c)(i) or for the protection of investors; or

(b) on any other ground,

and upon such revocation, the statutory manager ceases to be in control of the relevant business of the holder.

[10/2013]

(4)  The Authority must, as soon as practicable, publish in the Gazette the date, and such other particulars as the Authority thinks fit, of —

(a) the Authority’s assumption of control of the relevant business of a holder of a capital markets services licence;

(b) the cessation of the Authority’s control of the relevant business of a holder of a capital markets services licence;

(c) the appointment of a statutory manager in relation to the relevant business of a holder of a capital markets services licence; and

(d) the revocation of a statutory manager’s appointment in relation to the relevant business of a holder of a capital markets services licence.

[10/2013]

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

97H.—(1)  During the period when the Authority or statutory manager is in control of the relevant business of a holder of a capital markets services licence —

(a) the General Division of 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 General Division of 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

(b) any person who has ceased to be or who is still any chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the holder must give to the Authority or statutory manager such information as the Authority or statutory manager may require for the discharge of the Authority’s or statutory manager’s duties or functions, or the exercise of the Authority’s or statutory manager’s powers, in relation to the holder, within such time and in such manner as the Authority or statutory manager may specify.

[10/2013; 40/2019]

(2)  Any person who —

(a) without reasonable excuse, fails to comply with subsection (1)(b); or

(b) in purported compliance with subsection (1)(b), knowingly or recklessly provides any information or document that is false or misleading in a material particular,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.

[10/2013]

Remuneration and expenses of Authority and others in certain cases

97I.—(1)  The Authority may at any time fix the remuneration and expenses to be paid by a holder of a capital markets services licence —

(a) to a statutory manager or statutory adviser appointed in relation to the holder, whether or not the appointment has been revoked; and

(b) where the Authority has assumed control of the relevant business of the holder, to the Authority and any person appointed by the Authority under section 320 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.

[10/2013]

(2)  The holder of a capital markets services licence must reimburse the Authority any remuneration and expenses payable by the holder to a statutory manager or statutory adviser.

[10/2013]

Appeals

98.—(1)  Subject to subsection (2), any person who is aggrieved by —

(a) the refusal of the Authority to grant or vary a capital markets services licence;

(b) the revocation or suspension of a capital markets services licence by the Authority; or

[Act 12 of 2024 wef 24/01/2025]

(c) [Deleted by Act 2 of 2009]

(d) 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,

[Act 12 of 2024 wef 24/01/2025]

(e) [Deleted by Act 12 of 2024 wef 24/01/2025]

may within 30 days after it is notified of the decision of the Authority, appeal to the Minister whose decision is final.

[2/2009]

(2)  An appeal under subsection (1)(d) may only be made by the holder of a capital markets services licence.

[Act 12 of 2024 wef 24/01/2025]

Exemptions from requirement to hold capital markets services licence

99.—(1)  The following persons are 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:

(a) any bank licensed under the Banking Act 1970 in respect of any regulated activity;

(b) any merchant bank licensed under the Banking Act 1970 in respect of any regulated activity;

(c) any finance company licensed under the Finance Companies Act 1967 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;

(d) any company or co‑operative society licensed under the Insurance Act 1966 in respect of fund management for the purpose of carrying out insurance business;

(e) [Deleted by Act 1 of 2005]

(f) any approved exchange, recognised market operator or approved holding company in respect of any regulated activity that is solely incidental to its operation of an organised market or to its performance as an approved holding company, as the case may be;

(g) 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;

(h) such other person or class of persons in respect of any regulated activity as may be exempted by the Authority.

[34/2012; 11/2013; 4/2017; 1/2020]

(2)  [Deleted by Act 1 of 2005]

(3)  [Deleted by Act 1 of 2005]

(4)  The Authority may by regulations or by written notice 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) must comply with such conditions or restrictions.

(4A)  The Authority may by regulations or by written notice vary or revoke any condition or restriction imposed under subsection (4).

[Act 12 of 2024 wef 30/08/2024]

(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 of a day during which the offence continues after conviction.

(6)  The Authority may withdraw an exemption granted to any person under this section —

(a) if it contravenes any provision of this Act which is applicable to it or any condition or restriction imposed on it under subsection (4);

(aa) if it fails to pay the annual fee referred to in section 99A;

(b) if it contravenes any direction issued to it under section 101(1); or

(c) 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.

[2/2009]

(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 does not operate so as to —

(a) 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

(b) 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 is final.

Annual fees payable by exempt person and certain representatives

99A.—(1)  Every exempt person and every representative of a person exempted under section 99(1)(f), (g) or (h) must 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.

[2/2009]

(2)  Any annual fee paid by an exempt person or a representative of a person exempted under section 99(1)(f), (g) or (h) to the Authority in respect of any regulated activity must not be refunded or remitted if —

(a) in the case of the exempt person —

(i) its exemption is withdrawn;

(ii) it fails or ceases to carry on business in that regulated activity; or

(iii) a section 101A prohibition order or an FSMA prohibition order has been made against it,

during the period to which the annual fee relates; and

[Act 18 of 2022 wef 31/07/2024]

(b) in the case of a representative of a person exempted under section 99(1)(f), (g) or (h) —

(i) the exemption of the exempt person is withdrawn;

(ia) a section 101A prohibition order or an FSMA prohibition order has been made against the representative; or

[Act 18 of 2022 wef 31/07/2024]

(ii) the representative fails or ceases to act as a representative in respect of that regulated activity,

during the period to which the annual fee relates.

[2/2009]

(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 of a day that the payment is late and both fees are recoverable by the Authority as a judgment debt.

[2/2009]

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

Interpretation of this Division

99AA.  In this Division, unless the context otherwise requires —

“business” includes affairs, property, right, obligation and liability;

“Court” means the General Division of the High Court;

“debenture” has the meaning given by section 4(1) of the Companies Act 1967;

“property” includes property, right and power of every description;

“Registrar of Companies” means the Registrar of Companies appointed under the Companies Act 1967 and includes any Deputy or Assistant Registrar of Companies appointed under that Act;

“transferee” means a holder of a capital markets services licence, or a corporation which has applied or will be applying for approval or recognition to carry on in Singapore the usual business of a holder of a capital markets services licence, to which the whole or any part of a transferor’s business is, is to be or is proposed to be transferred under this Division;

“transferor” means a holder of a capital markets services licence the whole or any part of the business of which is, is to be, or is proposed to be transferred under this Division.

[10/2013; 40/2019]

Voluntary transfer of business

99AB.—(1)  A transferor may transfer the whole or any part of its business (including any business that is not the usual business of a holder of a capital markets services licence) to a transferee, if —

(a) the Authority has consented to the transfer;

(b) the transfer involves the whole or any part of the business of the transferor that is the usual business of a holder of a capital markets services licence; and

(c) the Court has approved the transfer.

[10/2013]

(2)  Subsection (1) does not affect the right of a holder of a capital markets services licence to transfer the whole or any part of its business under any law.

[10/2013]

(3)  The Authority may consent to a transfer under subsection (1)(a) if the Authority is satisfied that —

(a) the transferee is a fit and proper person; and

(b) the transferee will conduct the business of the transferor prudently and comply with the provisions of this Act.

[10/2013]

(4)  The Authority may at any time appoint one or more persons to perform an independent assessment of, and provide a report on, the proposed transfer of a transferor’s business (or any part thereof) under this Division.

[10/2013]

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

[10/2013]

(6)  The Authority must serve a copy of any report provided under subsection (4) on the transferor and the transferee.

[10/2013]

(7)  The Authority may require a person to provide, 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.

[10/2013]

(8)  Any person who —

(a) without reasonable excuse, fails to comply with any requirement under subsection (7); or

(b) in purported compliance with any requirement under subsection (7), knowingly or recklessly furnishes any information or document that is false or misleading in a material particular,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

[10/2013]

(9)  Where a person claims, before providing the Authority with any information or document that the person is required to provide under subsection (7), that the information or document might tend to incriminate the person, the information or document is not admissible in evidence against the person in criminal proceedings other than proceedings under subsection (8).

[10/2013]

Approval of transfer

99AC.—(1)  A transferor must apply to the Court for its approval of the transfer of the whole or any part of the business of the transferor to the transferee under this Division.

[10/2013]

(2)  Before making an application under subsection (1) —

(a) the transferor must lodge with the Authority a report setting out such details of the transfer and provide such supporting documents as the Authority may specify;

(b) the transferor must obtain the consent of the Authority under section 99AB(1)(a);

(c) the transferor and the transferee must, if they intend to serve on their respective customers a summary of the transfer, obtain the Authority’s approval of the summary;

(d) the transferor must, 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;

(e) the transferor and the transferee must keep at their respective offices in Singapore, for inspection by any person who may be affected by the transfer, a copy of the report 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

(f) unless the Court directs otherwise, the transferor and the transferee must 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).

[10/2013]

(3)  The Authority and any person who, in the opinion of the Court, is likely to be affected by the transfer —

(a) have the right to appear before and be heard by the Court in any proceedings relating to the transfer; and

(b) may make any application to the Court in relation to the transfer.

[10/2013]

(4)  The Court is not to approve the transfer if the Authority has not consented under section 99AB(1)(a) to the transfer.

[10/2013]

(5)  The Court may, after taking into consideration the views (if any) of the Authority on the transfer —

(a) approve the transfer without modification or subject to any modification agreed to by the transferor and the transferee; or

(b) refuse to approve the transfer.

[10/2013]

(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 takes effect only in the event of the transferee being granted a capital markets services licence by the Authority.

[10/2013]

(7)  The Court may by the order approving the transfer or by any subsequent order provide for all or any of the following matters:

(a) the transfer to the transferee of the whole or any part of the business of the transferor;

(b) the allotment or appropriation by the transferee of any share, debenture, policy or other interest in the transferee which under the transfer is to be allotted or appropriated by the transferee to or for any person;

(c) the continuation by (or against) the transferee of any legal proceedings pending by (or against) the transferor;

(d) the dissolution, without winding up, of the transferor;

(e) the provisions to be made for persons who are affected by the transfer;

(f) such incidental, consequential and supplementary matters as are, in the opinion of the Court, necessary to secure that the transfer is fully effective.

[10/2013]

(8)  Any order under subsection (7) may —

(a) provide for the transfer of any business, whether or not the transferor otherwise has the capacity to effect the transfer in question;

(b) make provision in relation to any property which is held by the transferor as trustee; and

(c) make provision as to any future or contingent right or liability of the transferor, including provision as to the construction of any instrument under which any such right or liability may arise.

[10/2013]

(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 is transferred to and vests in the transferee, free in the case of any particular property (if the order so directs) from any charge which by virtue of the transfer is to cease to have effect.

[10/2013]

(10)  No order under subsection (7) has any effect or operation in transferring or otherwise vesting land in Singapore until the appropriate entries are made with respect to the transfer or vesting of that land by the appropriate authority.

[10/2013]

(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.

[10/2013]

(12)  Where an order is made under this section, the transferor and the transferee must each lodge within 7 days after the order is made —

(a) a copy of the order with the Registrar of Companies and with the Authority; and

(b) where the order relates to land in Singapore, an office copy of the order with the appropriate authority concerned with the registration or recording of dealings in that land.

[10/2013]

(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 of a day during which the offence continues after conviction.

[10/2013]

Division 2 — Representatives

Acting as representative

99B.—(1)  No person may act as a representative in respect of any type of regulated activity or hold himself or herself out as doing so, unless the person is —

(a) an appointed representative in respect of that type of regulated activity;

(b) a provisional representative in respect of that type of regulated activity;

(c) a temporary representative in respect of that type of regulated activity; or

(d) a representative of an exempt person under section 99(1)(f), (g) or (h), in so far as —

(i) the type and scope of the regulated activity carried out by the firstmentioned person are within the type and scope of, or are the same as, that carried out by the exempt person (in the exempt person’s capacity as such); and

(ii) the manner in which the firstmentioned person carries out that type of regulated activity is the same as the manner in which the exempt person (in the exempt person’s capacity as such) carries out that type of regulated activity.

[2/2009]

(2)  The Authority may exempt any person or class of persons from subsection (1), subject to such conditions or restrictions as the Authority may impose.

[2/2009]

(3)  A principal must not permit any individual to carry on business in any type of regulated activity on its behalf unless —

(a) the individual is an appointed representative, provisional representative or temporary representative in respect of that type of regulated activity; or

(b) the principal is an exempt person under section 99(1)(f), (g) or (h) and —

(i) 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 the exempt person’s capacity as such); and

(ii) 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 the exempt person’s capacity as such) carries out that type of regulated activity.

[2/2009]

(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 of a day during which the offence continues after conviction.

[2/2009]

(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 of a day during which the offence continues after conviction.

[2/2009]

Records and public register of representatives

99C.—(1)  The Authority must keep in such form as it thinks fit records of the following information of each appointed representative, provisional representative and temporary representative:

(a) his or her name;

(b) the name of his or her current principal and every past principal, if any;

(c) the current and past types of regulated activities performed by him or her, the types of capital markets products in respect of which he or she performed each regulated activity and the date of commencement and cessation (if any) of his or her performance of such activities;

(d) where the business of the principal for which he or she 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;

(e) disciplinary proceedings or other action taken by the Authority against him or her and published under section 322;

(f) such other information as may be prescribed.

[2/2009; 4/2017]

(2)  The information referred to in subsection (1) need only be kept for such period of time as the Authority considers appropriate.

[2/2009]

(3)  The Authority may reproduce the records referred to in subsection (1) or any part of them in a public register of representatives which must be published in such manner as it considers appropriate.

[2/2009]

Appointed representative

99D.—(1)  For the purposes of this Act, an appointed representative in respect of a type of regulated activity is an individual —

(a) who satisfies such entry and examination requirements as the Authority may specify 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;

(b) whose name is entered in the public register of representatives as an appointed representative;

(c) 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;

(d) whose entry in the public register of representatives indicates that he or she is appointed to carry on business in that type of regulated activity and does not indicate that he or she has ceased to be so; and

(e) whose principal —

(i) is licensed to carry on business in that type of regulated activity; or

(ii) 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).

[2/2009]

(2)  For the purpose of subsection (1)(a), the Authority must, by direction published in such manner as may be prescribed, specify the examination requirements for each type of regulated activity.

[2/2009]

(3)  The Authority may require the principal or individual to provide 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) must comply with such a request.

[2/2009]

(4)  An individual ceases to be an appointed representative in respect of any type of regulated activity on the date —

(a) he or she 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);

(b) his or her principal ceases to carry on business in that type of regulated activity;

(c) the licence of his or her principal is revoked or lapses, or a section 101A prohibition order or an FSMA prohibition order is made against his or her principal prohibiting it from carrying out that type of regulated activity;

[Act 18 of 2022 wef 31/07/2024]

(d) the individual dies; or

(e) of the occurrence of such other circumstances as the Authority may prescribe.

[2/2009]

(5)  An individual is not treated as an appointed representative during the period in which the licence of his or her principal is suspended.

[2/2009]

(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 or she becomes a representative of a new principal in respect of that type of regulated activity and subsection (1) is complied with.

[2/2009]

(7)  Subsections (4) and (5) do not operate so as to —

(a) 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

(b) affect any right, obligation or liability arising under any such agreement, transaction or arrangement.

[2/2009]

(8)  A principal must, no later than the next business day after the day —

(a) an individual ceases to be the principal’s representative; or

(b) an individual who is the principal’s representative ceases to carry on business in any type of regulated activity which the individual is appointed to carry on business in,

provide particulars of such cessation to the Authority, in the prescribed form and manner.

[2/2009]

Provisional representative

99E.—(1)  For the purposes of this Act, a provisional representative in respect of a type of regulated activity is an individual —

(a) who satisfies such entry requirements as the Authority may specify for that type of regulated activity;

(b) 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);

(c) whose name is entered in the public register of representatives as a provisional representative;

(d) 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;

(e) whose entry in the public register of representatives indicates that he or she is appointed to carry on business in that type of regulated activity and does not indicate that he or she has ceased to be so;

(f) whose principal —

(i) is licensed to carry on business in that type of regulated activity; or

(ii) 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);

(g) who has not previously been appointed as a provisional representative by the Authority; and

(h) who is not, by virtue of any circumstances prescribed by the Authority, disqualified from acting as a provisional representative.

[2/2009]

(2)  An individual may 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 or her name in the public register of representatives.

[2/2009]

(3)  A provisional representative in respect of any type of regulated activity immediately ceases to be one —

(a) upon the expiry of the period of time specified by the Authority under subsection (2);

(b) if he or she fails to comply with any condition or restriction imposed on him or her under section 99N;

(c) upon his or her principal informing the Authority of the satisfaction of the examination requirements specified for that or any other type of regulated activity under subsection (5); or

(d) on the occurrence of such other circumstances as the Authority may prescribe.

[2/2009]

(4)  Section 99D(3) to (8) (other than section 99D(4)(e)) applies to a provisional representative —

(a) as if the reference in section 99D(6) to section 99D(1) were a reference to subsection (1); and

(b) with such other modifications and adaptations as the differences between provisional representatives and appointed representatives require.

[2/2009]

(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 or her principal must inform the Authority of that fact in the prescribed form and manner and within the prescribed time.

[2/2009]

Temporary representative

99F.—(1)  For the purposes of this Act, a temporary representative in respect of a type of regulated activity is an individual —

(a) who satisfies such entry requirements as the Authority may specify for that type of regulated activity;

(b) whose name is entered in the public register of representatives as a temporary representative;

(c) 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;

(d) whose entry in the public register of representatives indicates that he or she is appointed to carry on business in that type of regulated activity and does not indicate that he or she has ceased to be so;

(e) whose principal —

(i) is licensed to carry on business in that type of regulated activity; or

(ii) 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

(f) who is not, by virtue of any circumstances prescribed by the Authority, disqualified from acting as a temporary representative.

[2/2009]

(2)  An individual may 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 or her name in the public register of representatives.

[2/2009]

(3)  A temporary representative in respect of any type of regulated activity immediately ceases to be one —

(a) upon the expiry of the period of time specified by the Authority under subsection (2);

(b) if he or she fails to comply with any condition or restriction imposed on him or her under section 99N; or

(c) on the occurrence of such other circumstances as the Authority may prescribe.

[2/2009]

(4)  Section 99D(3) to (8) (other than section 99D(4)(e)) applies to a temporary representative —

(a) as if the reference in section 99D(6) to section 99D(1) were a reference to subsection (1); and

(b) with such other modifications and adaptations as the differences between temporary representatives and appointed representatives require.

[2/2009]

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.

[2/2009]

(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 of a day during which the offence continues after conviction.

[2/2009]

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 must lodge the following documents with the Authority in such form and manner as the Authority may prescribe:

(a) 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;

(b) 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;

(c) 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.

[2/2009]

(1A)  Subsection (1) does 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 —

(a) that individual has satisfied the examination requirements specified for that type of regulated activity; and

(b) the principal has informed the Authority of that fact in the prescribed form and manner under section 99E(5).

[34/2012]

(2)  Subject to section 99M, the Authority must, 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 or she is an appointed, provisional or temporary representative, the type of regulated activity which he or she may carry on business in, and such other particulars as the Authority considers appropriate.

[2/2009]

(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.

[2/2009]

(4)  A principal who submits a certificate under subsection (1)(b) must 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.

[2/2009]

(5)  Where a change occurs in any particulars of the appointed, provisional or temporary representative in any document required to be provided to the Authority under subsection (1), the principal must, no later than 14 days after the occurrence of such change, provide particulars of such change to the Authority, in the prescribed form and manner.

[2/2009]

Exemption

99I.—(1)  The Authority may exempt any person or class of persons from any of the requirements of sections 99D to 99H.

[2/2009]

(2)  Such exemption is subject to such conditions or restrictions as the Authority may impose.

[2/2009]

Representative to act for only one principal

99J.—(1)  Unless otherwise approved by the Authority in writing, no appointed representative, temporary representative or provisional representative may at any one time be a representative of more than one principal.

[2/2009]

(2)  Despite subsection (1), an appointed representative may be a representative of more than one principal if the principals are related corporations.

[2/2009]

(3)  The Authority may require an applicant for approval under subsection (1) to provide it with such information or documents as the Authority considers necessary in relation to the application.

[2/2009]

(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 of a day during which the offence continues after conviction.

[2/2009]

Lodgment and fees

99K.—(1)  An individual must, on or before the date specified by the Authority, pay to the Authority such fee as the Authority may prescribe for the lodgment of documents under section 99H by his or her principal in relation to his or her appointment as an appointed, provisional or temporary representative.

[2/2009]

[Act 12 of 2024 wef 24/01/2025]

(2)  An individual who is an appointed or provisional representative in respect of any type of regulated activity must, on or before the date specified by the Authority each year, pay such annual fee as the Authority may prescribe in relation to the retention of his or her name, in the public register of representatives, as an appointed or provisional representative in respect of that type of regulated activity.

[34/2012]

[Act 12 of 2024 wef 24/01/2025]

(3)  An individual who is a temporary representative must, on or before the date specified by the Authority, pay such fee as the Authority may prescribe in relation to the retention of his or her name in the public register of representatives as a temporary representative.

[2/2009]

[Act 12 of 2024 wef 24/01/2025]

(4)  A representative must pay such fee as the Authority may prescribe for any resubmission of a form or change in the particulars of a form lodged with the Authority in relation to his or her appointment as an appointed, provisional or temporary representative.

[2/2009]

(5)  Unless otherwise prescribed by the Authority, any fee paid to the Authority under this section is not to be refunded.

[2/2009]

(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 of a day that the payment is late and both fees are recoverable by the Authority as a judgment debt.

[2/2009]

(7)  The fees referred to in this section must be paid in the manner specified by the Authority.

[2/2009]

Additional regulated 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.

[2/2009]

(2)  The notification must be lodged in such form and manner as may be prescribed and must 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.

[2/2009]

(3)  Subject to section 99M, the Authority must, 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.

[2/2009]

(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 provide it with such information or documents as the Authority considers necessary.

[2/2009]

(5)  A notification under subsection (1) must be accompanied by a non‑refundable prescribed fee which must be paid in the manner specified by the Authority.

[2/2009]

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

99M.—(1)  Subject to regulations made under this Act, the Authority may refuse to enter the 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 —

(a) being an appointed, provisional or temporary representative, he or she 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 or she is appointed to carry on business in as a representative;

(b) he or she or his or her principal has not provided the Authority with such information or documents as the Authority may require;

(c) he or she is an undischarged bankrupt, whether in Singapore or elsewhere;

(d) an enforcement order against him or her in respect of a judgment debt has been returned unsatisfied in whole or in part;

[Act 25 of 2021 wef 01/04/2022]

(e) he or she has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his or her creditors, being a compromise or scheme of arrangement that is still in operation;

(f) he or she —

(i) 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 or she had acted fraudulently or dishonestly; or

(ii) has been convicted of an offence under this Act;

(g) 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 —

(i) the Authority is not satisfied as to his or her educational or other qualification or experience having regard to the nature of the duties he or she is to perform in relation to that type of regulated activity;

(ii) he or she or his or her principal fails to satisfy the Authority that he or she 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;

(iii) the Authority is not satisfied as to his or her record of past performance or expertise having regard to the nature of the duties which he or she is to perform in relation to that type of regulated activity;

(iv) the Authority has reason to believe that he or she will not carry on business in that type of regulated activity efficiently, honestly or fairly;

(h) in the case of the revocation of the status of an individual as an appointed, provisional or temporary representative —

(i) he or she or his or her principal fails to satisfy the Authority, pursuant to a requirement imposed by the Authority as a condition for him or her to be an appointed, provisional or temporary representative, under section 99N or by regulations (as the case may be), that he or she remains a fit and proper person to be an appointed, provisional or temporary representative or to carry on business in the type of regulated activity for which he or she is appointed;

(ii) the Authority is not satisfied with —

(A) his or her educational or other qualification or experience (being qualification or experience not known to the Authority at the time his or her name and particulars are entered in the public register of representatives); or

(B) his or her record of past performance or expertise,

having regard to the nature of his or her duties as an appointed, provisional or temporary representative;

(iii) the Authority has reason to believe that he or she will not carry, or has not carried, on business in the type of regulated activity for which he or she is appointed efficiently, honestly or fairly; or

(iv) the Authority has reason to believe that he or she has not acted in the best interests of the subscribers or customers of his or her principal;

(i) the Authority has reason to believe that he or she may not be able to act in the best interests of the subscribers or customers of his or her principal, having regard to his or her reputation, character, financial integrity and reliability;

(j) the Authority is not satisfied as to his or her financial standing;

(k) 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 or her for the purpose of his or her business;

(l) the individual is in arrears of the payment of such contributions on his or her own behalf to the Central Provident Fund as are required under the Central Provident Fund Act 1953;

(m) 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 or her 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;

(n) the Authority has reason to believe that any information or document that is provided by him or her or his or her principal to the Authority is false or misleading;

(o) he or she has contravened any provision of this Act applicable to him or her, any condition or restriction imposed on him under this Act or any direction issued to him or her by the Authority under this Act;

(oa) it appears to the Authority that he or she has failed to satisfy any of his or her obligations under or arising from —

(i) this Act; or

(ii) any written direction issued by the Authority under this Act;

(p) a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against him or her;

[Act 18 of 2022 wef 31/07/2024]

(q) the licence of his or her principal is revoked;

(r) the individual fails to pay any fee referred to in section 99K;

(s) in the case of the proposed appointment of a temporary representative in respect of a type of regulated activity —

(i) he or she is not licensed, authorised or otherwise regulated as a representative in relation to a comparable type of regulated activity in a foreign jurisdiction;

(ii) 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

(iii) the period of his or her 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 or her proposed appointment, exceeds the permitted period prescribed by the Authority; or

(t) in the case of the proposed appointment of a provisional representative in respect of a type of regulated activity —

(i) he or she 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;

(ii) he or she was previously so licensed, authorised or regulated in a foreign jurisdiction but the period between the date of his or her ceasing to be so licensed, authorised or regulated and the date of his or her proposed appointment as a provisional representative exceeds such period as may be prescribed for this sub‑paragraph; or

(iii) 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.

[2/2009; 34/2012]

(2)  The Authority may, if it considers it desirable to do so —

(a) 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

(b) at any time —

(i) extend the period of suspension; or

(ii) revoke the suspension.

[2/2009]

(3)  An individual whose status as an appointed, provisional or temporary representative has been revoked is deemed not to be an appointed, provisional or temporary representative, as the case may be.

[2/2009]

(4)  Where the status of an individual as an appointed, provisional or temporary representative has been suspended, he or she is deemed not to be an appointed, provisional or temporary representative (as the case may be) during the period of suspension.

[2/2009]

(5)  Where the Authority has revoked the status of an individual as an appointed, provisional or temporary representative, the Authority must —

(a) indicate against his or her name in the public register of representatives that fact, which indication must remain in the register for such period as the Authority considers appropriate; or

(b) remove his or her name from the register.

[2/2009]

(6)  Where the Authority has suspended the status of an individual as an appointed, provisional or temporary representative, the Authority must indicate against his or her name in the public register of representatives that fact and the period of the suspension.

[2/2009]

(7)  Where the Authority has extended or revoked a suspension of the status of an individual as an appointed, provisional or temporary representative, it must indicate against his or her name in the public register of representatives the new expiry date of the suspension, or indicate that he or she is no longer suspended, as the case may be.

[2/2009]

(8)  The Authority must not take any action under subsection (1) or (2)(a) on the ground referred to in subsection (1)(n), if —

(a) in a case where the information or document was furnished by the individual to the Authority, the individual proves that he or she had —

(i) made all inquiries (if any) that were reasonable in the circumstances; and

(ii) after doing so, believed on reasonable grounds that the information or document was not false or misleading; or

(b) in a case where the information or document was provided by the principal to the Authority and —

(i) such information or document was provided to the principal by the individual, the individual proves that he or she had —

(A) made all inquiries (if any) that were reasonable in the circumstances; and

(B) after doing so, believed on reasonable grounds that the information or document was not false or misleading; or

(ii) such information or document was not provided to the principal by the individual, the principal proves that the principal had —

(A) made all inquiries (if any) that were reasonable in the circumstances; and

(B) after doing so, believed on reasonable grounds that the information or document was not false or misleading.

[2/2009]

(9)  Subject to subsection (10), the Authority must not take any action under subsection (1) or (2)(a) or (b)(i) without giving the individual an opportunity to be heard.

[2/2009]

(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:

(a) he or she is an undischarged bankrupt, whether in Singapore or elsewhere;

(b) he or she has been convicted, whether in Singapore or elsewhere, of an offence —

(i) involving fraud or dishonesty or the conviction for which involved a finding that he or she had acted fraudulently or dishonestly; and

(ii) punishable with imprisonment for a term of 3 months or more;

(c) a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against the individual;

[Act 18 of 2022 wef 31/07/2024]

(d) the ground referred to in subsection (1)(s)(i) or (iii) or (t)(i) or (ii).

[2/2009]

(11)  Any revocation or suspension by the Authority does not operate so as to —

(a) 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

(b) affect any right, obligation or liability arising under any such agreement, transaction or arrangement.

[2/2009]

Power of Authority to impose conditions or restrictions

99N.—(1)  The Authority may, by written notice to an appointed, provisional or temporary representative, impose such conditions or restrictions as it thinks fit on him or her.

[2/2009]

(2)  Without limiting 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 or she may or may not carry on business in.

[2/2009]

(3)  The Authority may, at any time by written notice to the appointed, provisional or temporary representative, vary any condition or restriction or impose such further condition or restriction as it thinks fit.

[2/2009]

(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 of a day during which the offence continues after conviction.

[2/2009]

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

99O.—(1)  Any principal who, in connection with the lodgment of any document under section 99H —

(a) makes a statement which is false or misleading in a material particular; or

(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.

[2/2009]

(2)  Any individual who, in connection with the lodgment by his or her principal of any document under section 99H —

(a) makes a statement to his or her principal which is false or misleading in a material particular, being a statement subsequently lodged with the Authority; or

(b) omits to state any matter or thing to his or her 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.

[2/2009]

(3)  Any person who, when required to provide 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) —

(a) makes a statement to the Authority which is false or misleading in a material particular; or

(b) 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.

[2/2009]

(4)  A person referred to in subsection (1), (2) or (3) shall not be guilty of an offence if the person proves that the person —

(a) made all inquiries (if any) that were reasonable in the circumstances; and

(b) 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.

[2/2009]

Appeals

99P.  Any person who is aggrieved by —

(a) the refusal of the Authority under section 99M(1) to enter his or her name and other particulars in the public register of representatives, or to enter an additional type of regulated activity for him or her in that register; or

(b) the revocation or suspension of his or her status as an appointed, provisional or temporary representative under section 99M(1) or (2)(a),

may, within 30 days after he or she is notified of the decision of the Authority, appeal to the Minister whose decision is final.

[2/2009]

Division 3 — General

Power of Authority to make regulations

100.—(1)  Without affecting section 341, the Authority may make regulations relating to 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 or her name or an additional type of regulated activity in the public register of representatives, and the revocation or suspension of his or her 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.

[2/2009]

(2)  Regulations made under this section may provide —

(a) that a contravention of any specified provision thereof shall be an offence; and

(b) 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 of a day during which the offence continues after conviction.

Power of Authority to issue written directions

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.

[2/2009; 34/2012]

(2)  Without limiting subsection (1), any written direction may be issued with respect to —

(a) the standards to be maintained by the person concerned in the conduct of and in respect of the risk management of the person’s business;

(b) the type and frequency of submission of financial returns and other information to be submitted to the Authority; and

(c) the qualifications, experience and training of representatives,

and the person to whom such direction is issued must comply with the direction.

[4/2017]

(2A)  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, in relation to the conduct of any additional business by any holder of a capital markets services licence, or class of such licence holders, to any of the following:

(a) a holder of a capital markets services licence or a class of such licence holders;

(b) an additional business representative of a holder of a capital markets services licence or a class of such additional business representatives.

[Act 12 of 2024 wef 30/08/2024]

(2B)  In issuing any direction under subsection (2A), the Authority must have regard to the need to avoid or reduce any risk (including any credit risk, asset risk, liquidity risk, market risk, operational risk, technology risk, market conduct risk, legal risk, reputational risk or regulatory risk) —

(a) that has arisen or may arise from the conduct of the additional business by the licence holder or class of licence holders; and

(b) that may affect the business in a regulated activity of the licence holder or class of licence holders.

[Act 12 of 2024 wef 30/08/2024]

(2C)  Without limiting subsection (2A), any written direction may be issued with respect to —

(a) the standards to be maintained by a holder of a capital markets services licence in the conduct of, and in respect of the risk management of, any additional business;

(b) the manner, method and place of soliciting any additional business by a holder of a capital markets services licence and its additional business representatives, and the conduct of such solicitation;

(c) the manner in which a holder of a capital markets services licence and its additional business representatives makes recommendations to customers in respect of any additional business and the duties of the holder and its representatives when making such recommendations;

(d) the manner in which a holder of a capital markets services licence deals with its customers in respect of any additional business of the holder, and any conflicts of interests between the holder and its customers in respect of any additional business of the holder;

(e) the type and frequency of submission of financial returns and other information to the Authority in respect of any additional business carried on by a holder of a capital markets services licence;

(f) the qualifications, experience and training of additional business representatives of a holder of a capital markets services licence in respect of any additional business; and

(g) the maximum amount of capital or financial resources that may be maintained by a holder of a capital markets services licence in respect of any additional business (expressed as an absolute amount or as a percentage of an amount (determined by the Authority) required to address risks arising from the activities of the holder), and the manner in which such amount is to be determined.

[Act 12 of 2024 wef 30/08/2024]

(2D)  In this section —

“additional business” means a business in —

(a) dealing in additional financial products; or

(b) providing custodial services in relation to additional financial products;

“additional business representative”, in relation to a holder of a capital markets services licence —

(a) means a person, by whatever name called, in the direct employment of, or acting for or by arrangement with the holder, who carries out for the holder any additional business (other than work ordinarily performed by accountants, clerks or cashiers), whether or not the person is remunerated, and whether the person’s remuneration (if any) is by way of salary, wages, commission or otherwise; and

(b) includes, where the holder is a corporation, any officer of the holder who performs for the holder any additional business, whether or not the officer is remunerated, and whether the officer’s remuneration (if any) is by way of salary, wages, commission or otherwise;

“additional financial product” means —

(a) any contract or arrangement that is not traded on an organised market that is established or operated by an approved exchange, under which —

(i) a party to the contract or arrangement is required to, or may be required to, discharge all or any of its obligations under the contract or arrangement at some future time; and

(ii) the value of the contract or arrangement is determined (whether directly or indirectly, or whether wholly or in part) by reference to, is derived from, or varies by reference to, either of the following:

(A) the value or amount of one or more payment tokens;

(B) fluctuations in the values or amounts of one or more payment tokens;

(b) any spot foreign exchange contract for a purpose other than leveraged foreign exchange trading; or

(c) any other product prescribed by the Authority;

“dealing in additional financial products” means doing any of the following (whether as principal or agent):

(a) making with any person, or offering to make with any person, any agreement for or with a view to acquiring, disposing of, entering into, effecting, arranging, subscribing for, or underwriting those additional financial products;

(b) inducing any person, or attempting to induce any person, to enter into such agreement;

(c) inducing any person, or attempting to induce any person, to offer to enter into such agreement;

“payment token” means any digital representation of value —

(a) that is expressed as a unit;

(b) the value of which is determined in any way, other than being permanently fixed by the issuer of the digital representation of value at the time when the digital representation of value is issued to either a single currency or 2 or more currencies;

(c) that is, or is intended to be, a medium of exchange accepted by the public, or a section of the public, as payment for goods or services or for the discharge of a debt; and

(d) that can be transferred, stored or traded electronically;

“providing custodial services”, in relation to additional financial products, means providing or agreeing to provide a service to a person of taking possession or control of those products under an arrangement to carry out any of the following functions for the person:

(a) settlement of transactions relating to the additional financial products;

(b) collecting or distributing dividends or other pecuniary benefits derived from ownership or possession of the additional financial products;

(c) paying tax or other costs associated with the additional financial products;

(d) exercising rights, including without limitation voting rights, attached to or derived from the additional financial products;

(e) any other function necessary or incidental to the safeguarding or administration of the additional financial products,

but does not include —

(f) the provision of services to a related corporation or connected person of the service provider, except where the additional financial products in respect of which such services are provided are —

(i) held on trust for another person by the related corporation or connected person;

(ii) held as a result of any custodial services provided by the related corporation or connected person to another person; or

(iii) beneficially owned by any person other than the related corporation or connected person; and

(g) any other conduct that the Authority may, by order, prescribe.

[Act 12 of 2024 wef 30/08/2024]

(3)  Any person who contravenes any of the directions issued under subsection (1) or (2A) 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 of a day during which the offence continues after conviction.

[Act 12 of 2024 wef 30/08/2024]

(4)  It is not necessary to publish any direction issued under subsection (1) or (2A) in the Gazette.

[34/2012]

[Act 12 of 2024 wef 30/08/2024]

101A.  [Repealed by Act 18 of 2022 wef 31/07/2024]

101B.  [Repealed by Act 18 of 2022 wef 31/07/2024]

101C.  [Repealed by Act 18 of 2022 wef 31/07/2024]

101D.  [Repealed by Act 18 of 2022 wef 31/07/2024]

PART 5

BOOKS, CUSTOMER ASSETS AND AUDIT

Division 1 — Books

Keeping of books and providing of returns

102.—(1)  A holder of a capital markets services licence must —

(a) 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

(b) 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 is deemed to have been made by, or with the authority of, the holder.

(3)  A holder of a capital markets services licence must retain such books as may be required to be kept under this Act for a period of not less than 5 years.

[2/2007]

(4)  A holder of a capital markets services licence must —

(a) 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

(b) provide such information relating to its business as the Authority may require.

(5)  The Authority may, without affecting 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 capital markets services licence, in such form and manner as the Authority may prescribe.

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 of a day during which the offence continues after conviction.

Division 2 — Customer Assets

Interpretation 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 must, to the extent that it receives money or other assets from or on account of a customer —

(a) do so, except in such circumstances as the Authority may prescribe, on the basis that the money or other assets must be applied solely for such purpose as may be agreed to by the customer, when or before it receives the money or other assets;

(b) pending such application, pay or deposit the money or other assets in such manner as may be prescribed; and

(c) 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.

[34/2012]

(2)  The Authority may, without affecting 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.

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) —

(a) are not available for payment of the debts of the holder of a capital markets services licence; and

(b) are not liable to be paid or taken under or pursuant to an enforcement order or a process of any court.

[Act 25 of 2021 wef 01/04/2022]

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 —

(a) 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 of a day during which the offence continues after conviction; or

(b) 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 of a day during which the offence continues after conviction.

Division 3 — Audit

Appointment of auditors

106.  A holder of a capital markets services licence must appoint an auditor to audit its accounts and where, for any reason, the auditor ceases to act for such holder, the holder must, as soon as practicable thereafter, appoint another auditor.

Lodgment of annual accounts, etc.

107.—(1)  A holder of a capital markets services licence must, in respect of each financial year —

(a) prepare a true and fair profit and loss account and a balance sheet made up to the last day of the financial year; and

(b) 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 thinks 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 of a day 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)  Despite any other provision of this Act or any other written law, the Authority may, if it is not satisfied with the performance of duties by an auditor appointed by a holder of a capital markets services licence —

(a) at any time direct the holder to remove the auditor; and

(b) direct the holder, as soon as practicable thereafter, to appoint another auditor,

and the holder must comply with such direction.

Reports by auditor to Authority in certain cases

108.  Where, in the performance of his or her duties as an auditor for a holder of a capital markets services licence, an auditor becomes aware of —

(a) any matter which, in his or her opinion, adversely affects or may adversely affect the financial position of the holder to a material extent;

(b) any matter which, in his or her opinion, constitutes or may constitute a contravention of any provision of this Act or an offence involving fraud or dishonesty; or

(c) 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 must immediately thereafter send —

(d) a report in writing of the matter or irregularity to the Authority; and

(e) where the holder is a member of an approved exchange, a copy of the report to the approved exchange.

[4/2017]

Power of Authority to appoint auditor

109.—(1)  Where —

(a) a holder of a capital markets services licence fails to lodge an auditor’s report under section 107; or

(b) the Authority receives a report under section 108,

the Authority may, without affecting 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.

(4)  An auditor appointed under subsection (1) must, on the conclusion of the examination and audit, submit a report to the Authority.

Power of auditors 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 —

(a) 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;

(b) 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;

(c) require any approved 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;

(d) employ such persons as he or she considers necessary to assist him or her in carrying out the examination and audit; and

(e) authorise in writing any person employed by him or her to do, in relation to the examination and audit, any act or thing that he or she could do as an auditor under this subsection, other than the examination of any person on oath or affirmation.

[34/2012; 4/2017]

(2)  Any person who, without reasonable excuse, refuses or fails to answer any question put to the person, or fails to comply with any request made to the person, 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.

Offence to destroy, 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 —

(a) destroys, conceals or alters any book relating to the business of a holder of a capital markets services licence; or

(b) 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 —

(a) destroyed, concealed or altered any book referred to in subsection (1)(a); or

(b) 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, the person did not act with intent to prevent, delay or obstruct the carrying out of an examination and audit under this Division lies on that person.

Safeguarding of books

112.—(1)  A holder of a capital markets services licence must take reasonable precautions —

(a) to prevent falsification of the books required to be kept by it under this Act; and

(b) 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.

Restriction on auditor’s and employee’s right to communicate certain matters

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, must not disclose any information which may come to his or her knowledge or possession in the course of performing his or her duties as such auditor or employee (as the case may be) to any person other than —

(a) the Authority; and

(b) in the case of an employee of such auditor, the auditor.

Exchanges, etc., may impose additional obligations on members

114.  Nothing in this Division prevents any approved 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 —

(a) the audit of accounts;

(b) the information to be given in reports by auditors; or

(c) the keeping of books.

[34/2012; 4/2017]

Additional powers of Authority in respect of auditors

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) a duty to submit to the Authority such additional information in relation to his or her audit as the Authority considers necessary;

(b) a duty to enlarge or extend the scope of his or her audit of the business and affairs of the holder;

(c) a duty to carry out any other examination or establish any procedure in any particular case;

(d) a duty to submit a report to the Authority on any of the matters referred to in paragraphs (b) and (c),

and the auditor must carry out such additional duty or duties.

(2)  A holder of a capital markets services licence must remunerate the auditor in respect of the discharge of such additional duty or duties as the Authority may impose under subsection (1).

Defamation

116.—(1)  No auditor or employee of such auditor shall, in the absence of malice on his or her part, be liable to any action for defamation at the suit of any person in respect of —

(a) any statement made orally or in writing in the discharge of his or her duties under this Part; or

(b) the submission of any report to the Authority under section 108, 109(4) or 115(1)(d).

(2)  Subsection (1) does not restrict or otherwise affect any right, privilege or immunity that, apart from this section, the auditor or his or her employee has as a defendant in an action for defamation.

PART 6

CONDUCT OF BUSINESS

Division 1 — General

117.  [Repealed by Act 2 of 2009]

118.  [Repealed by Act 2 of 2009]

119.  [Repealed by Act 1 of 2005]

120.  [Repealed by Act 2 of 2009]

121.  [Repealed by Act 1 of 2005]

122.  [Repealed by Act 2 of 2009]

Power of Authority to make regulations

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 limiting subsection (1), regulations made under this section may —

(a) specify requirements applicable to the holder of a capital markets services licence in relation to product financing;

(aa) 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 —

(i) what constitutes any such unsecured advance, unsecured loan or unsecured credit facility; and

(ii) the requirements and restrictions relating to any such grant;

(b) 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;

(ba) 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;

(c) 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;

(d) 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 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;

(e) 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 the customer’s identity and the customer’s 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;

(f) 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;

(g) 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;

(ga) 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 the customer or prospective customer to manage or guide such account;

(h) 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;

(i) 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;

(ia) 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, capital markets products which the holder has subscribed for or purchased, or may be required to subscribe for or purchase, under an underwriting or sub‑underwriting agreement;

(j) 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;

(k) 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;

(l) 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;

(m) 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 the representative’s own account in capital markets products;

(n) 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

(o) provide that, subject to such conditions or restrictions as may be prescribed, all or specified provisions of this Part do 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.

[2/2009; 34/2012; 4/2017]

(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, despite anything in the contract, unenforceable at the option of the customer.

(4)  Regulations made under this section may provide —

(a) that a contravention of any specified provision thereof shall be an offence; and

(b) 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 of a day 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.

PART 6AA

FINANCIAL BENCHMARKS

Objectives of this Part

123A.  The objectives of this Part are —

(a) to promote fair and transparent determination of financial benchmarks; and

(b) to reduce systemic risks.

[4/2017]

Division 1 — Designation of Financial Benchmarks

Power of Authority to designate financial benchmarks

123B.  The Authority may, by order in the Gazette, designate a financial benchmark as a designated benchmark for the purposes of this Part if the Authority is satisfied that —

(a) the financial benchmark has systemic importance in the financial system of Singapore;

(b) a disruption in the determination of the financial benchmark could affect public confidence in the financial benchmark or the financial system of Singapore;

(c) the determination of the financial benchmark could be susceptible to manipulation; or

(d) it is otherwise in the interests of the public to do so.

[4/2017]

Withdrawal of designation of financial benchmark

123C.  The Authority may, by order in the Gazette, withdraw the designation of any designated benchmark if the Authority is of the opinion that the considerations in section 123B are no longer valid or satisfied.

[4/2017]

Division 2 — Benchmark Administrators of Designated Benchmarks

Subdivision (1) — Authorised benchmark administrator

Requirement for authorisation

123D.—(1)  No person may carry on, or hold out that the person is carrying on, a business of administering a designated benchmark, unless the person is an authorised benchmark administrator.

[4/2017]

(2)  No person may hold out that the person is an authorised benchmark administrator, unless the person is an authorised benchmark administrator.

[4/2017]

(3)  Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

(4)  Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 and, in the case of a continuing offence, to a further fine not exceeding $2,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

Application for authorisation

123E.—(1)  A corporation may apply to the Authority to be authorised as an authorised benchmark administrator.

[4/2017]

(2)  An application made under subsection (1) must be —

(a) made in such form and manner as the Authority may specify; and

(b) accompanied by a non‑refundable application fee of an amount prescribed by regulations made under section 123ZZA, which must be paid in the manner specified by the Authority.

[4/2017]

(3)  The Authority may require an applicant to provide it with such information or documents as the Authority considers necessary in relation to the application.

[4/2017]

Power of Authority to authorise benchmark administrators

123F.—(1)  Where a corporation mentioned in section 123E(1) makes an application under that provision, the Authority may authorise the corporation as an authorised benchmark administrator.

[4/2017]

(2)  The Authority may authorise a corporation as an authorised benchmark administrator under subsection (1) subject to such conditions or restrictions as the Authority may impose by written notice, including conditions or restrictions, either of a general or specific nature, relating to —

(a) the process for the determination of the designated benchmark; or

(b) any other activities that the corporation may undertake.

[4/2017]

(3)  The Authority may, at any time, by written notice to the authorised benchmark administrator, vary any condition or restriction or impose any further condition or restriction.

[4/2017]

(4)  An authorised benchmark administrator must, for the duration of the authorisation, satisfy every condition or restriction that may be imposed on it under subsections (2) and (3).

[4/2017]

(5)  The Authority must not authorise a corporation as an authorised benchmark administrator, unless the corporation meets such requirements as the Authority may prescribe by regulations made under section 123ZZA, either generally or specifically.

[4/2017]

(6)  The Authority may refuse to authorise a corporation as an authorised benchmark administrator, if —

(a) the corporation has not provided the Authority with such information, as the Authority may require, relating to —

(i) the corporation or any person employed by or associated with the corporation for the purposes of the corporation’s business or operations; and

(ii) any circumstances likely to affect the corporation’s manner of conducting business or operations;

(b) any information or document provided by the corporation to the Authority is false or misleading;

(c) the corporation or a substantial shareholder of the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

(d) an enforcement order 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;

[Act 25 of 2021 wef 01/04/2022]

(e) a receiver, a receiver and manager, judicial manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation or a substantial shareholder of the corporation;

(f) the corporation or a substantial shareholder of the corporation has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with the creditors of the corporation or substantial shareholder (as the case may be) being a compromise or scheme of arrangement that is still in operation;

(g) the corporation, a substantial shareholder of the corporation or any officer of the corporation —

(i) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 8 October 2018, involving fraud or dishonesty or the conviction for which involved a finding that the corporation, shareholder or officer (as the case may be) had acted fraudulently or dishonestly; or

(ii) has been convicted of an offence under this Act committed before, on or after 8 October 2018;

(h) the Authority is not satisfied as to the educational or other qualifications or experience of the officers or employees of the corporation, having regard to the nature of the duties they are to perform in connection with the activity of administering a designated benchmark;

(i) the corporation fails to satisfy the Authority that the corporation is a fit and proper person or that all of its officers, employees and substantial shareholders are fit and proper persons;

(j) the Authority has reason to believe that the corporation may not be able to act in the best interests of a class, or the classes, of users of the designated benchmark, having regard to the reputation, character, financial integrity and reliability of the corporation or its officers, employees or substantial shareholders;

(k) the Authority is not satisfied as to —

(i) the financial standing of the corporation or any of its substantial shareholders; or

(ii) the manner in which the business of the corporation is to be conducted, or the operations of the corporation are to be conducted, in relation to administering a designated benchmark;

(l) the Authority is not satisfied as to the record of past performance or expertise of the corporation, having regard to the nature of the business or operations which the corporation may carry on or conduct in connection with administering a designated benchmark;

(m) there are other circumstances which are likely to —

(i) lead to improper conduct of business or operations by the corporation or any of its officers, employees or substantial shareholders; or

(ii) reflect discredit on the manner of conducting the business or operations of the corporation or any of its substantial shareholders;

(n) the Authority has reason to believe that the corporation, or any of its officers or employees, will not perform the activity of administering a designated benchmark, efficiently, honestly or fairly;

(o) the Authority is of the opinion that it would be contrary to the interests of the public to authorise the corporation as an authorised benchmark administrator; or

(p) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation.

[4/2017]

[Act 18 of 2022 wef 31/07/2024]

(7)  Subject to subsection (8), the Authority must not refuse to authorise a corporation as an authorised benchmark administrator under subsection (6) without giving the corporation an opportunity to be heard.

[4/2017]

(8)  The Authority may refuse to authorise a corporation as an authorised benchmark administrator on any of the following grounds without giving the corporation an opportunity to be heard:

(a) the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

(b) a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation;

(c) the corporation has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 8 October 2018, involving fraud or dishonesty or the conviction for which involved a finding that the corporation had acted fraudulently or dishonestly;

(d) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation.

[4/2017]

[Act 18 of 2022 wef 31/07/2024]

(9)  The Authority must give notice in the Gazette of any authorisation under subsection (1).

[4/2017]

(10)  Any corporation that is aggrieved by a refusal of the Authority to grant an authorisation under subsection (1) may, within 30 days after the corporation is notified of the refusal, appeal to the Minister, whose decision is final.

[4/2017]

(11)  Any authorised benchmark administrator who contravenes subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

Deposit to be lodged by corporation or authorised benchmark administrator

123G.—(1)  The Authority may require the corporation mentioned in section 123E(1) that has made an application under that provision to lodge with the Authority, at the time of its application and in such manner as the Authority may determine, a deposit of such amount as the Authority may prescribe by regulations made under section 123ZZA in respect of that authorisation and in such form as the Authority may specify.

[4/2017]

(2)  The Authority may prescribe by regulations made under section 123ZZA the circumstances and purposes for the use of the deposit.

[4/2017]

False statements in relation to application for authorisation

123H.  Any person who, in connection with an application for authorisation as an authorised benchmark administrator —

(a) without reasonable excuse, makes a statement which is false or misleading in a material particular; or

(b) without reasonable excuse, omits to state any matter or thing without which the application is misleading in a material respect,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.

[4/2017]

Annual fees payable by authorised benchmark administrator

123I.—(1)  Every authorised benchmark administrator must pay to the Authority such annual fee as may be prescribed by regulations made under section 123ZZA, in such manner as the Authority may specify.

[4/2017]

(2)  Subject to subsection (3), the Authority may, where it considers appropriate, refund or remit the whole or part of any annual fee paid to it.

[4/2017]

(3)  The Authority need not refund any annual fee paid if —

(a) the authorisation is revoked, suspended or withdrawn during the period to which the annual fee relates;

(b) the authorised benchmark administrator ceases to carry on a business of administering a designated benchmark during the period to which the annual fee relates; or

(c) a section 123ZZC prohibition order or an FSMA prohibition order has been made against the authorised benchmark administrator.

[4/2017]

[Act 18 of 2022 wef 31/07/2024]

(4)  Where an authorised benchmark administrator fails to pay the annual fee by the date on which such fee is due, the Authority may impose a late payment fee of an amount prescribed by regulations made under section 123ZZA for every day or part of a day that the payment is late and both fees are recoverable by the Authority as a judgment debt.

[4/2017]

Revocation, suspension or withdrawal of authorisation

123J.—(1)  The Authority may revoke the authorisation of a corporation as an authorised benchmark administrator under section 123F(1) if —

(a) there exists a ground on which the Authority must refuse an application under section 123F(5) or may refuse an application under section 123F(6);

(b) the corporation does not commence carrying out the activity of administering a designated benchmark within 12 months starting on the date on which it was granted the authorisation under section 123F(1);

(c) the corporation ceases to carry on a business of administering a designated benchmark in respect of a particular designated benchmark, or where it administers more than one designated benchmark, in respect of all of its designated benchmarks;

(d) where the corporation carries on a business of administering a designated benchmark only in respect of one designated benchmark, the Authority has withdrawn the designation of that designated benchmark under section 123C;

(e) the Authority has reason to believe that the corporation has not acted in the best interests of the users of the designated benchmark or any class of users of the designated benchmark;

(f) the Authority has reason to believe that the corporation, or any of its officers or employees, has not performed its or their duties efficiently, honestly or fairly;

(g) the corporation has contravened any condition or restriction applicable in respect of its authorisation, any written direction issued to it by the Authority under this Act, or any provision of this Act;

(h) it appears to the Authority that the corporation has failed to satisfy any of its obligations in compliance with, under or arising from —

(i) this Act; or

(ii) any written direction issued by the Authority under this Act;

(i) the Authority has reason to believe that the corporation is carrying out the activity of administering a designated benchmark in a manner that is contrary to the interests of the public;

(j) the corporation has provided any information or document to the Authority that is false or misleading;

(k) the corporation fails to pay the annual fee mentioned in section 123I in the manner specified by the Authority; or

(l) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation.

[4/2017]

[Act 18 of 2022 wef 31/07/2024]

(2)  The Authority may —

(a) suspend the authorisation granted to an authorised benchmark administrator for a specific period instead of revoking it under subsection (1); and

(b) at any time extend or revoke the suspension.

[4/2017]

(3)  Subject to subsection (4), the Authority may, upon a written application made to it by an authorised benchmark administrator, in such form and manner as the Authority may specify, withdraw the authorisation of the authorised benchmark administrator.

[4/2017]

(4)  The Authority may refuse to withdraw the authorisation of an authorised benchmark administrator under subsection (3) where the Authority is of the opinion that —

(a) there is any matter concerning the corporation which should be investigated before the authorisation is withdrawn; or

(b) the withdrawal of the authorisation would not be in the public interest.

[4/2017]

(5)  Subject to subsection (6), the Authority must not —

(a) revoke the authorisation granted to an authorised benchmark administrator under subsection (1);

(b) suspend the authorisation granted to an authorised benchmark administrator under subsection (2); or

(c) refuse the withdrawal of the authorisation granted to an authorised benchmark administrator under subsection (4),

without giving the authorised benchmark administrator an opportunity to be heard.

[4/2017]

(6)  The Authority may revoke or suspend the authorisation of a corporation as an authorised benchmark administrator without giving the corporation an opportunity to be heard on any of the following grounds:

(a) the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

(b) a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation;

(c) the corporation has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that the corporation had acted fraudulently or dishonestly;

(d) where the corporation carries on a business of administering a designated benchmark only in respect of one designated benchmark, the Authority has withdrawn the designation of that designated benchmark under section 123C;

(e) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation.

[4/2017]

[Act 18 of 2022 wef 31/07/2024]

(7)  Any corporation that is aggrieved by a decision of the Authority made in relation to the corporation under subsection (1), (2) or (4) may, within 30 days after the corporation is notified of the decision, appeal to the Minister, whose decision is final.

[4/2017]

(8)  Despite the lodging of an appeal under subsection (7), any action taken by the Authority under this section continues to have effect pending the Minister’s decision.

[4/2017]

(9)  The Minister may, when deciding an appeal under subsection (7), make such modification as he or she considers necessary to any action taken by the Authority under this section, and such modified action has effect starting on the date of the Minister’s decision.

[4/2017]

(10)  Any revocation, suspension or withdrawal of the authorisation of a corporation as an authorised benchmark administrator does not operate so as to —

(a) avoid or affect any agreement, transaction or arrangement entered into by the corporation, whether the agreement, transaction or arrangement was entered into before, on or after the revocation, suspension or withdrawal of the authorisation; or

(b) affect any right, obligation or liability arising under any such agreement, transaction or arrangement.

[4/2017]

(11)  The Authority must give notice in the Gazette of any revocation of authorisation under subsection (1), suspension of authorisation under subsection (2)(a), extension or revocation of suspension of authorisation under subsection (2)(b) or withdrawal of authorisation under subsection (3).

[4/2017]

Subdivision (2) — Exempt benchmark administrator

Power of Authority to exempt corporations from authorisation

123K.—(1)  The Authority may —

(a) despite section 337(1), by regulations made under section 123ZZA exempt any corporation or class of corporations; or

(b) on the application of any corporation, by written notice, exempt the corporation,

from the requirement under section 123D(1) to be an authorised benchmark administrator.

[4/2017]

(2)  The Authority may require a corporation to provide it with such information or documents as the Authority considers necessary in relation to an application made under subsection (1)(b).

[4/2017]

(3)  The Authority may by regulations, or by written notice, impose any conditions or restrictions on an exempt benchmark administrator in relation to its carrying out the activity of administering a designated benchmark or any related matter, including conditions or restrictions relating to —

(a) the process for the determination of the designated benchmark; or

(b) any other activities that the corporation may undertake.

[4/2017]

(4)  The Authority may, at any time, by written notice to an exempt benchmark administrator under subsection (1)(b), vary any condition or restriction mentioned in subsection (3) or impose any further condition or restriction relating to the exemption.

[4/2017]

(5)  The Authority must give notice in the Gazette of any exemption under subsection (1)(b).

[4/2017]

(6)  An exempt benchmark administrator must comply with such conditions or restrictions imposed on it under subsection (3) or (4).

[4/2017]

(7)  Any exempt benchmark administrator who contravenes any condition or restriction imposed under subsection (3) or (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

False statements in relation to application for exemption

123L.  Any person who, in connection with an application for exemption under section 123K(1)(b) —

(a) without reasonable excuse, makes a statement which is false or misleading in a material particular; or

(b) without reasonable excuse, omits to state any matter or thing without which the application is misleading in a material respect,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.

[4/2017]

Annual fees payable by exempt benchmark administrator

123M.—(1)  Every exempt benchmark administrator must pay to the Authority such annual fee as may be prescribed by regulations made under section 123ZZA, in such manner as the Authority may specify.

[4/2017]

(2)  Subject to subsection (3), the Authority may, where it considers appropriate, refund or remit the whole or part of any annual fee paid to it.

[4/2017]

(3)  The Authority need not refund any annual fee paid if —

(a) the exemption is revoked during the period in which the annual fee relates;

(b) the exempt benchmark administrator ceases to carry on a business of administering a designated benchmark during the period to which the annual fee relates; or

(c) a section 123ZZC prohibition order or an FSMA prohibition order has been made against the exempt benchmark administrator.

[4/2017]

[Act 18 of 2022 wef 31/07/2024]

(4)  Where an exempt benchmark administrator fails to pay the annual fee by the date on which such fee is due, the Authority may impose a late payment fee of an amount prescribed by regulations made under section 123ZZA for every day or part of a day that the payment is late and both fees are recoverable by the Authority as a judgment debt.

[4/2017]

Power to revoke exemption

123N.—(1)  The Authority may revoke any exemption granted to a corporation under section 123K(1) if —

(a) the corporation does not commence carrying on a business of administering a designated benchmark in respect of a particular designated benchmark or, where it administers more than one designated benchmark, all of its designated benchmarks, within 12 months starting on the date on which it was granted the exemption;

(b) the corporation ceases to carry on a business of administering a designated benchmark or, where it administers more than one designated benchmark, all of its designated benchmarks;

(c) where the corporation carries on a business of administering a designated benchmark only in respect of one designated benchmark, the Authority has withdrawn the designation of that designated benchmark under section 123C;

(d) the corporation contravenes any condition or restriction relating to the exemption, any direction issued to it by the Authority under this Act, or any provision of this Act;

(e) the Authority is of the opinion that the corporation has carried out the activity of administering a designated benchmark in a manner that is contrary to the interests of a class, or classes, of users of a designated benchmark, or the interests of the public;

(f) the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

(g) a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation;

(h) the corporation has been convicted, whether in Singapore or elsewhere, of an offence, involving fraud or dishonesty, or the conviction for which involved a finding that the corporation had acted fraudulently or dishonestly;

(i) the corporation has provided any information or document to the Authority that is false or misleading;

(j) the corporation fails to pay the annual fee mentioned in section 123M; or

(k) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation.

[4/2017]

[Act 18 of 2022 wef 31/07/2024]

(2)  Subject to subsection (3), the Authority must not revoke any exemption granted to a corporation under subsection (1) without giving the corporation an opportunity to be heard.

[4/2017]

(3)  The Authority may revoke an exemption granted to a corporation on any of the following grounds without giving the corporation an opportunity to be heard:

(a) the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

(b) a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect, of any property of the corporation;

(c) the corporation has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that the corporation had acted fraudulently or dishonestly;

(d) where the corporation carries on a business of administering a designated benchmark only in respect of one designated benchmark, the Authority has withdrawn the designation of that designated benchmark under section 123C;

(e) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation.

[4/2017]

[Act 18 of 2022 wef 31/07/2024]

(4)  Any corporation that 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 is final.

[4/2017]

(5)  Despite the lodging of an appeal under subsection (4), any action taken by the Authority under this section continues to have effect pending the Minister’s decision.

[4/2017]

(6)  The Minister may, when deciding an appeal under subsection (4), make such modification as he or she considers necessary to any action taken by the Authority under this section, and such modified action has effect starting on the date of the Minister’s decision.

[4/2017]

(7)  Any revocation of an exemption granted to any corporation does not operate so as to —

(a) avoid or affect any agreement, transaction or arrangement entered into by the corporation, whether the agreement, transaction or arrangement was entered into before, on or after the revocation of the exemption; or

(b) affect any right, obligation or liability arising under any such agreement, transaction or arrangement.

[4/2017]

(8)  The Authority must give notice in the Gazette of any revocation of an exemption mentioned in subsection (1).

[4/2017]

Subdivision (3) — Code on designated benchmark

Code on designated benchmark

123O.—(1)  For the effective administration and control of designated benchmarks, every authorised benchmark administrator and exempt benchmark administrator must —

(a) prepare and issue (in the manner specified by the Authority) a code in respect of each designated benchmark in respect of which it carries on a business of administering a designated benchmark (called in this Act a code on designated benchmark) that —

(i) sets out the standards to be maintained by every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter, in relation to that designated benchmark; and

(ii) complies with subsection (2); and

(b) obtain the Authority’s written approval for the code on designated benchmark before that code on designated benchmark is issued.

[4/2017]

(2)  A code on designated benchmark must deal with such matters as may be prescribed by regulations made under section 123ZZA or as may be specified by written notice to the authorised benchmark administrator or exempt benchmark administrator.

[4/2017]

(3)  Every authorised benchmark administrator and exempt benchmark administrator must not amend a code on designated benchmark unless the authorised benchmark administrator and exempt benchmark administrator (as the case may be) —

(a) complies with such requirements as may be prescribed by regulations made under section 123ZZA;

(b) complies with such conditions or restrictions which the Authority may by written notice impose; and

(c) obtains the Authority’s written approval to do so.

[4/2017]

(4)  In this section, the reference to an amendment to a code on designated benchmark is to be construed as a reference to a change to any of the following:

(a) the scope of the code on designated benchmark;

(b) any requirement, obligation or restriction under the code on designated benchmark,

whether the change is made by an alteration to the text of the code on designated benchmark, or by any other notice issued by or on behalf of the authorised benchmark administrator or exempt benchmark administrator (as the case may be) modifying the meaning or interpretation of the code on designated benchmark.

[4/2017]

(5)  Every authorised benchmark administrator and exempt benchmark administrator must, in respect of each code on designated benchmark that it issues —

(a) ensure that the code on designated benchmark takes into account the practices and developments in the market; and

(b) enforce compliance with the code on designated benchmark.

[4/2017]

(6)  Every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter must, in respect of its business or activity of providing information in relation to a designated benchmark, comply with the code on designated benchmark issued by the authorised benchmark administrator or exempt benchmark administrator, as the case may be.

[4/2017]

(7)  Without affecting section 123ZL, every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter must have systems and controls in place to ensure compliance with each code on designated benchmark that it is required to comply with under subsection (6).

[4/2017]

(8)  Any authorised benchmark administrator or exempt benchmark administrator which contravenes subsection (1), (2), (3) or (5) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

(9)  Any authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter which contravenes subsection (7) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

(10)  Despite subsection (6), a failure of any authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter to comply with a code on designated benchmark does not of itself render that authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter (as the case may be) liable to criminal proceedings but any such failure may be relied upon by any party in any proceedings (whether civil or criminal) as tending to establish or negate any liability which is in question in those proceedings.

[4/2017]

Subdivision (4) — Obligations of authorised benchmark administrators and exempt benchmark administrators

General obligations

123P.—(1)  Every authorised benchmark administrator and exempt benchmark administrator must, for every designated benchmark in respect of which it carries on a business of administering a designated benchmark —

(a) manage any risks associated with its business and operations prudently;

(b) ensure that the systems and controls concerning its performing the activity of administering a designated benchmark are adequate and appropriate for the scale and nature of its operations;

(c) have sufficient financial, human and system resources —

(i) to carry on a business of administering a designated benchmark; and

(ii) to meet contingencies or disasters;

(d) maintain governance arrangements that are adequate for the designated benchmark to be determined in a fair and efficient manner; and

(e) ensure that it appoints or employs fit and proper persons as its chairperson, chief executive officer, directors and key management officers.

[4/2017]

(2)  In subsection (1)(c), “contingencies or disasters” includes technical disruptions occurring within automated systems.

[4/2017]

Obligation to notify Authority of certain matters

123Q.—(1)  Every authorised benchmark administrator and exempt benchmark administrator must, as soon as practicable after the occurrence of any of the following circumstances, notify the Authority of the circumstance:

(a) any material change to the information provided by the authorised benchmark administrator or the exempt benchmark administrator, in its application under section 123E(1) or 123K(1)(b) respectively;

(b) the carrying on of any business (called in this section a proscribed business) by the authorised benchmark administrator or exempt benchmark administrator (as the case may be) other than such business or such class of businesses as the Authority may prescribe by regulations made under section 123ZZA;

(c) the acquisition by the authorised benchmark administrator or exempt benchmark administrator (as the case may be) of a substantial shareholding in a corporation (called in this section a proscribed corporation) that carries on any business other than such business or such class of businesses as the Authority may prescribe by regulations made under section 123ZZA;

(d) any failure of an authorised benchmark submitter, an exempt benchmark submitter or a designated benchmark submitter (as the case may be) to comply with the code on designated benchmark of the authorised benchmark administrator or exempt benchmark administrator;

(e) any other matter that the Authority may —

(i) prescribe by regulations made under section 123ZZA for the purposes of this paragraph; or

(ii) specify by written notice, to the authorised benchmark administrator or exempt benchmark administrator, as the case may be.

[4/2017]

(2)  Without limiting section 123ZZB(1), the Authority may, at any time after receiving a notification mentioned in subsection (1), issue directions to the authorised benchmark administrator or exempt benchmark administrator (as the case may be) —

(a) where the notice relates to a matter mentioned in subsection (1)(b) —

(i) to cease carrying on the proscribed business; or

(ii) to carry on the proscribed business subject to such conditions or restrictions as the Authority may impose; or

(b) where the notice relates to a matter mentioned in subsection (1)(c) —

(i) to dispose all or any part of its shareholding in the proscribed corporation within such time and subject to such conditions as specified in the directions; or

(ii) to exercise or not to exercise its rights relating to such shareholding subject to such conditions or restrictions as the Authority may impose, if the Authority is of the opinion that such exercise or non‑exercise of rights is in the interests of a class, or classes, of users of a designated benchmark, or in the interests of the public or a section of the public.

[4/2017]

(3)  An authorised benchmark administrator or an exempt benchmark administrator must comply with every direction issued to it under subsection (2) despite anything to the contrary in the Companies Act 1967 or any other law.

[4/2017]

(4)  An authorised benchmark administrator or an exempt benchmark administrator must notify the Authority of any matter that the Authority may prescribe by regulations made under section 123ZZA for the purposes of this subsection, no later than such time as the Authority may prescribe by those regulations.

[4/2017]

(5)  An authorised benchmark administrator or an exempt benchmark administrator must notify the Authority of any matter that the Authority may specify by written notice to the authorised benchmark administrator or an exempt benchmark administrator (as the case may be) no later than such time as the Authority may specify in that notice.

[4/2017]

Obligation to maintain proper records

123R.—(1)  Every authorised benchmark administrator and exempt benchmark administrator must maintain a record of the following in respect of a designated benchmark administered by it:

(a) all information or expressions of opinion used for the purposes of determining the designated benchmark;

(b) the manner in which the formula or other methods of calculation is applied to the information or expressions of opinion mentioned in paragraph (a) in determining the designated benchmark;

(c) such other matters as the Authority may prescribe by regulations made under section 123ZZA.

[4/2017]

(2)  The record mentioned in subsection (1) must be kept for such period, and in such form and manner, as may be prescribed by regulations made under section 123ZZA.

[4/2017]

Obligation to submit periodic reports

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

[4/2017]

Notification of change of particulars

123T.  Where —

(a) an authorised benchmark administrator or exempt benchmark administrator ceases to carry on a business of administering a designated benchmark; or

(b) a change occurs in any matter records of which are required by section 123U(1) to be kept in relation to the authorised benchmark administrator or exempt benchmark administrator,

the authorised benchmark administrator or exempt benchmark administrator (as the case may be) must, not later than 14 days after the occurrence of the event, provide particulars of the event to the Authority in the form and manner prescribed by regulations made under section 123ZZA.

[4/2017]

Records of authorised benchmark administrators and exempt benchmark administrators

123U.—(1)  The Authority must keep records of every authorised benchmark administrator and exempt benchmark administrator, setting out the following information of each authorised benchmark administrator and exempt benchmark administrator:

(a) the name of the authorised benchmark administrator or exempt benchmark administrator;

(b) the address of the principal place at which the authorised benchmark administrator or exempt benchmark administrator carries on a business of administering a designated benchmark;

(c) where the business is carried on under a name or style other than the name of the authorised benchmark administrator or exempt benchmark administrator (as the case may be) the name or style under which the business is carried on;

(d) such other information as may be prescribed by regulations made under section 123ZZA.

[4/2017]

(2)  The Authority may publish the information mentioned in subsection (1) or any part of that information in any form and manner.

[4/2017]

Obligation to assist Authority

123V.  Every authorised benchmark administrator and exempt benchmark administrator must provide such assistance to the Authority as the Authority may require for the performance of the functions and duties of the Authority, including —

(a) the submission of returns; and

(b) the provision of books and information —

(i) relating to the business of the authorised benchmark administrator or exempt benchmark administrator, as the case may be; or

(ii) in respect of a designated benchmark administered by it.

[4/2017]

Penalties under this Subdivision

123W.  Any authorised benchmark administrator or exempt benchmark administrator which contravenes section 123P, 123Q, 123R, 123S, 123T or 123V shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

Subdivision (5) — Matters requiring approval of Authority

Approval of chief executive officer and director of authorised benchmark administrator

123X.—(1)  Subject to subsection (3), an authorised benchmark administrator must not —

(a) appoint a person as its chief executive officer or director; or

(b) change the nature of the appointment of a person as a director from one that is non‑executive to one that is executive,

unless the authorised benchmark administrator has obtained the approval of the Authority.

[4/2017]

(2)  Where an authorised benchmark administrator has obtained the approval of the Authority to appoint a person as its chief executive officer or director under subsection (1)(a), the person may be re‑appointed as chief executive officer or director (as the case may be) of the authorised benchmark administrator immediately upon the expiry of the earlier term without the approval of the Authority.

[4/2017]

(3)  Subsection (1) does not apply to the appointment of a person as a director of a foreign company, or the change in the nature of the appointment of a person as a director of a foreign company if, at the time of the appointment or change, the person —

(a) does not reside in Singapore; and

(b) is not directly responsible for its carrying out the activity of administering a designated benchmark or any part of the activity of administering a designated benchmark.

[4/2017]

(4)  Without affecting 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 by regulations made under section 123ZZA or notified to the authorised benchmark administrator.

[4/2017]

(5)  Subject to subsection (6), the Authority must not refuse an application for approval under subsection (1) without giving the authorised benchmark administrator an opportunity to be heard.

[4/2017]

(6)  The Authority may refuse an application for approval under subsection (1) on any of the following grounds without giving the authorised benchmark administrator an opportunity to be heard:

(a) the person is an undischarged bankrupt, whether in Singapore or elsewhere;

(b) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the person;

[Act 18 of 2022 wef 31/07/2024]

(c) the person has been convicted, whether in Singapore or elsewhere, of an offence —

(i) involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly; and

(ii) punishable with imprisonment for a term of 3 months or more.

[4/2017]

(7)  Where the Authority refuses an application for approval under subsection (1), the Authority need not give the person who was proposed to be appointed an opportunity to be heard.

[4/2017]

(8)  Without affecting the Authority’s power to impose conditions or restrictions under section 123F(2), the Authority may, at any time by written notice to the authorised benchmark administrator, impose on it a condition requiring it to notify the Authority of a change to any specified attribute (such as residence and nature of appointment) of its chief executive officer or director, and vary any such condition.

[4/2017]

(9)  Any authorised benchmark administrator which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

(10)  Any authorised benchmark administrator which contravenes any condition imposed under subsection (8) shall be guilty of an offence.

[4/2017]

Removal of officer of authorised benchmark administrator

123Y.—(1)  Despite the provisions of any other written law —

(a) an authorised benchmark administrator must not, without the prior written consent of the Authority, permit a person to act as its executive officer; and

(b) an authorised benchmark administrator that is incorporated in Singapore must not, without the prior written consent of the Authority, permit a person to act as its director,

if the person —

(c) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 8 October 2018, being an offence —

(i) involving fraud or dishonesty;

(ii) the conviction for which involved a finding that he or she had acted fraudulently or dishonestly; or

(iii) that is specified in the Third Schedule to the Registration of Criminals Act 1949;

(d) is an undischarged bankrupt, whether in Singapore or elsewhere;

(e) has had an enforcement order against him or her in respect of a judgment debt returned unsatisfied in whole or in part;

[Act 25 of 2021 wef 01/04/2022]

(f) has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his or her creditors, being a compromise or scheme of arrangement that is still in operation;

(g) has had a related Acts prohibition order, a section 101A prohibition order, a section 123ZZC prohibition order or an FSMA prohibition order made against him or her that remains in force; or

[Act 18 of 2022 wef 31/07/2024]

(h) has been a director of, or directly concerned in the management of, a regulated financial institution, whether in Singapore or elsewhere —

(i) which is being or has been wound up by a court; or

(ii) 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.

[4/2017]

(2)  Despite the provisions of any other written law, where the Authority is satisfied that a director of an authorised benchmark administrator that is incorporated in Singapore, or an executive officer of an authorised benchmark administrator —

(a) has wilfully contravened or wilfully caused the authorised benchmark administrator to contravene any provision of this Act;

(b) has, without reasonable excuse, failed to secure the compliance of the authorised benchmark administrator with this Act, the Monetary Authority of Singapore Act 1970 or any of the written laws set out in the Schedule to that Act; or

(c) has failed to discharge any of the duties of his or her office,

the Authority may, if it thinks it necessary in the interests of the public or a section of the public, or a class or classes of users of a designated benchmark, by written notice to the authorised benchmark administrator, direct the authorised benchmark administrator to remove the director or executive officer (as the case may be) from his or her office or employment within such period as the Authority may specify in the notice, and the authorised benchmark administrator must comply with the notice.

[4/2017]

(3)  Without affecting any other matter that the Authority may consider relevant, the Authority may, when determining whether a director or an executive officer of an authorised benchmark administrator has failed to discharge the duties of his or her office for the purposes of subsection (2)(c), have regard to such criteria as may be prescribed by regulations made under section 123ZZA or notified to the authorised benchmark administrator.

[4/2017]

(4)  The Authority must not direct an authorised benchmark administrator to remove a person from the person’s office under subsection (2) without giving the authorised benchmark administrator an opportunity to be heard.

[4/2017]

(5)  Where the Authority directs an authorised benchmark administrator to remove a person from the person’s office or employment under subsection (2), the Authority need not give that person an opportunity to be heard.

[4/2017]

(6)  No criminal or civil liability is incurred by —

(a) an authorised benchmark administrator; or

(b) any person acting on behalf of an authorised benchmark administrator,

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.

[4/2017]

(7)  Any authorised benchmark administrator which contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

(8)  [Deleted by Act 12 of 2024 wef 30/08/2024]

Control of take‑over of authorised benchmark administrator

123Z.—(1)  This section applies to all individuals whether resident in Singapore or not and whether citizens of Singapore or not, and to all bodies corporate or unincorporate, whether incorporated or carrying on business in Singapore or not.

[4/2017]

(2)  A person must not enter into any arrangement in relation to shares in an authorised benchmark administrator that is a company by virtue of which the person would, if the arrangement is carried out, obtain effective control of the authorised benchmark administrator, unless the person has obtained the prior approval of the Authority to the person’s entering into the arrangement.

[4/2017]

(3)  An application for the Authority’s approval under subsection (2) must be made in writing, and the Authority may approve the application if the Authority is satisfied that —

(a) the applicant is a fit and proper person to have effective control of the authorised benchmark administrator;

(b) having regard to the applicant’s likely influence, the authorised benchmark administrator is likely to continue to carry on a business of administering a designated benchmark prudently and comply with the provisions of this Act and directions made thereunder; and

(c) the applicant satisfies such other criteria as may be prescribed by regulations made under section 123ZZA or as the Authority may specify in written directions.

[4/2017]

(4)  Any approval under subsection (3) may be granted to the applicant subject to such conditions as the Authority may determine, including any condition —

(a) restricting the applicant’s disposal or further acquisition of shares or voting power in the authorised benchmark administrator; or

(b) restricting the applicant’s exercise of voting power in the authorised benchmark administrator,

and the applicant must comply with such conditions.

[4/2017]

(5)  Any condition imposed under subsection (4) has effect despite any provision of the Companies Act 1967 or anything contained in the constitution of the authorised benchmark administrator.

[4/2017]

(6)  For the purposes of this section and section 123ZA —

(a) a reference to a person entering into an arrangement in relation to shares includes —

(i) entering into an agreement or any formal or informal scheme, arrangement or understanding, to acquire those shares;

(ii) making or publishing a statement, however expressed, that expressly or impliedly invites the holder of those shares to offer to dispose of the holder’s shares to the first person;

(iii) the first person obtaining a right to acquire shares under an option, or to have shares transferred to the first person or to the first person’s order, whether the right is exercisable presently or in the future and whether on fulfilment of a condition or not; and

(iv) becoming a trustee of a trust in respect of those shares;

(b) a person is regarded as obtaining effective control of the authorised benchmark administrator by virtue of an arrangement if the person alone or acting together with any connected person would, if the arrangement is carried out —

(i) acquire or hold, directly or indirectly, 20% or more of the issued share capital of the authorised benchmark administrator; or

(ii) control, directly or indirectly, 20% or more of the voting power in the authorised benchmark administrator; and

(c) a reference to the voting power in the authorised benchmark administrator is a reference to the total number of votes that may be cast in a general meeting of the authorised benchmark administrator.

[4/2017]

(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.

[4/2017]

Objection to control of authorised benchmark administrator

123ZA.—(1)  The Authority may serve a written notice of objection on —

(a) any person required to obtain the Authority’s approval or who has obtained the approval under section 123Z; or

(b) any person who, whether before, on or after 8 October 2018, either alone or together with any connected person, holds, directly or indirectly, 20% or more of the issued share capital of the authorised benchmark administrator or controls, directly or indirectly, 20% or more of the voting power in the authorised benchmark administrator,

if the Authority is satisfied that —

(c) any condition of approval imposed on the person under section 123Z(4) has not been complied with;

(d) the person is not or ceases to be a fit and proper person to have effective control of the authorised benchmark administrator;

(e) having regard to the likely influence of the person, the authorised benchmark administrator is not able to or is no longer likely to conduct the activity of administering a designated benchmark prudently or to comply with the provisions of this Act or any direction made thereunder;

(f) the person does not or ceases to satisfy such criteria as may be prescribed by regulations made under section 123ZZA;

(g) the person has provided false or misleading information or documents in connection with an application under section 123Z; or

(h) the Authority would not have granted its approval under section 123Z had it been aware, at that time, of circumstances relevant to the person’s application for such approval.

[4/2017]

(2)  The Authority must not serve a notice of objection on any person without giving the person an opportunity to be heard, except in the following circumstances:

(a) the person is in the course of being wound up or otherwise dissolved or, in the case of an individual, is an undischarged bankrupt whether in Singapore or elsewhere;

(b) a receiver, a receiver and manager, a judicial manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the person;

(c) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the person;

[Act 18 of 2022 wef 31/07/2024]

(d) the person has been convicted, whether in Singapore or elsewhere, of any offence involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly.

[4/2017]

(3)  The Authority must, in any written notice of objection, specify a reasonable period within which the person to be served the written notice of objection must —

(a) take such steps as are necessary to ensure that the person ceases to be a party to the arrangement described in section 123Z(2), ceases to hold 20% or more of the issued share capital of the authorised benchmark administrator in the manner described in subsection (1)(b), or ceases to control 20% or more of the voting power in the authorised benchmark administrator in the manner described in subsection (1)(b); or

(b) comply with such other requirements as the Authority may specify in written directions.

[4/2017]

(4)  Any person served with a notice of objection under this section must comply with the notice.

[4/2017]

(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.

[4/2017]

Appeals

123ZB.  Any authorised benchmark administrator who is aggrieved by —

(a) the refusal of the Authority to grant an approval to the authorised benchmark administrator to appoint a person as its chief executive officer or director; or

(b) the direction of the Authority to the authorised benchmark administrator to remove an officer from office or employment,

may within 30 days after it is notified of the decision of the Authority, appeal to the Minister whose decision is final.

[4/2017]

Division 3 — Benchmark Submitters of Designated Benchmarks

Subdivision (1) — Authorised benchmark submitter

Requirement for authorisation

123ZC.—(1)  Subject to section 123ZH(1), no person may, as principal or agent, carry on a business or activity of providing information in relation to a designated benchmark unless the person is —

(a) an authorised benchmark submitter; or

(b) a designated benchmark submitter.

[4/2017]

(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 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

Application for authorisation

123ZD.—(1)  A corporation may apply to the Authority to be authorised as an authorised benchmark submitter.

[4/2017]

(2)  An application made under subsection (1) must be —

(a) made in such form and manner as the Authority may specify; and

(b) accompanied by a non‑refundable application fee of an amount prescribed by regulations made under section 123ZZA, which must be paid in the manner specified by the Authority.

[4/2017]

(3)  The Authority may require an applicant to provide it with such information or documents as the Authority considers necessary in relation to the application.

[4/2017]

Power of Authority to authorise benchmark submitters

123ZE.—(1)  Where a corporation mentioned in section 123ZD(1) has made an application under that provision, the Authority may authorise the corporation as an authorised benchmark submitter.

[4/2017]

(2)  The Authority may authorise a corporation as an authorised benchmark submitter under subsection (1) subject to such conditions or restrictions as the Authority may impose by written notice, including conditions or restrictions, either of a general or specific nature, relating to the activities that the corporation may undertake.

[4/2017]

(3)  The Authority may, at any time, by written notice to the authorised benchmark submitter, vary any condition or restriction or impose any further condition or restriction.

[4/2017]

(4)  An authorised benchmark submitter must, for the duration of the authorisation, satisfy every condition or restriction that may be imposed on it under subsections (2) and (3).

[4/2017]

(5)  Subject to regulations made under this Act, the Authority may refuse to authorise a corporation as an authorised benchmark submitter if —

(a) the corporation has not provided the Authority with such information, as the Authority may require, relating to —

(i) the corporation or any person employed by or associated with the corporation for the purposes of the corporation’s business or operations; or

(ii) any circumstances likely to affect the corporation’s manner of conducting business or operations;

(b) any information or document provided by the corporation to the Authority is false or misleading;

(c) the corporation or a substantial shareholder of the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

(d) an enforcement order 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;

[Act 25 of 2021 wef 01/04/2022]

(e) a receiver, a receiver and manager, judicial manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation or a substantial shareholder of the corporation;

(f) the corporation or a substantial shareholder of the corporation has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with the creditors of the corporation or substantial shareholder (as the case may be) being a compromise or scheme of arrangement that is still in operation;

(g) the corporation, a substantial shareholder of the corporation or any officer of the corporation —

(i) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 8 October 2018, involving fraud or dishonesty or the conviction for which involved a finding that the corporation, shareholder or officer (as the case may be) had acted fraudulently or dishonestly; or

(ii) has been convicted of an offence under this Act committed before, on or after 8 October 2018;

(h) the corporation fails to satisfy the Authority that the corporation is a fit and proper person or that all of its officers, employees and substantial shareholders are fit and proper persons;

(i) the Authority has reason to believe that the corporation may not be able to act in the best interests of a class or classes of users of the designated benchmark having regard to the reputation, character, financial integrity and reliability of the corporation or its officers, employees or substantial shareholders;

(j) the Authority is not satisfied as to —

(i) the financial standing of the corporation or any of its substantial shareholders; or

(ii) the manner in which the business of the corporation is to be conducted, or the operations of the corporation are to be conducted, in relation to the activity of providing information in relation to a designated benchmark;

(k) the Authority is not satisfied as to the record of past performance or expertise of the corporation in providing information in relation to a designated benchmark, having regard to the nature of the business or operations which the corporation may carry on or conduct in connection with providing information in relation to a designated benchmark;

(l) there are other circumstances which are likely to —

(i) lead to improper conduct of business or operations by the corporation or any of its officers, employees or substantial shareholders; or

(ii) reflect discredit on the manner of conducting the business or operations of the corporation or any of its substantial shareholders;

(m) the Authority has reason to believe that the corporation will not carry on a business or activity of providing information in relation to a designated benchmark efficiently, honestly or fairly, or that any of the officers or employees of the corporation will not act efficiently, honestly or fairly in relation to such business;

(n) the Authority is of the opinion that it would be contrary to the interests of the public to authorise the corporation as an authorised benchmark submitter; or

(o) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation.

[4/2017]

[Act 18 of 2022 wef 31/07/2024]

(6)  Subject to subsection (7), the Authority must not refuse to authorise a corporation as an authorised benchmark submitter without giving the corporation an opportunity to be heard.

[4/2017]

(7)  The Authority may refuse to authorise a corporation as an authorised benchmark submitter on any of the following grounds without giving the corporation an opportunity to be heard:

(a) the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

(b) a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the corporation;

(c) the corporation has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 8 October 2018, involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly;

(d) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation.

[4/2017]

[Act 18 of 2022 wef 31/07/2024]

(8)  Any corporation that is aggrieved by a refusal of the Authority to grant an authorisation under subsection (1) may, within 30 days after the corporation is notified of the refusal, appeal to the Minister whose decision is final.

[4/2017]

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

[4/2017]

False statements in relation to application for authorisation

123ZF.  Any person who, in connection with an application for authorisation as an authorised benchmark submitter —

(a) without reasonable excuse, makes a statement which is false or misleading in a material particular; or

(b) without reasonable excuse, omits to state any matter or thing without which the application is misleading in a material respect,

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.

[4/2017]

Revocation, suspension or withdrawal of authorisation

123ZG.—(1)  The Authority may revoke the authorisation of a corporation as an authorised benchmark submitter under section 123ZE(1) if —

(a) there exists a ground on which the Authority may refuse an application under section 123ZE(5);

(b) the corporation does not commence providing information in relation to a designated benchmark within 12 months starting on the date on which it was granted the authorisation under section 123ZE(1);

(c) the corporation ceases to carry on a business or activity of providing information in relation to a designated benchmark;

(d) where the corporation carries on a business or activity of providing information in relation to a designated benchmark, the Authority has withdrawn the designation of that designated benchmark under section 123C;

(e) where the corporation carries on a business or activity of providing information in relation to a designated benchmark in respect of more than one designated benchmark, the Authority has withdrawn the designation of all of those designated benchmarks under section 123C;

(f) the Authority has reason to believe that the corporation, or any of its officers or employees, has not performed its or their duties efficiently, honestly or fairly;

(g) the corporation has contravened any condition or restriction applicable in respect of its authorisation, any written direction issued to it by the Authority under this Act, or any provision of this Act, or has failed to comply with any principle or rule under the code on designated benchmark of the authorised benchmark administrator or exempt benchmark administrator to which it provides information;

(h) it appears to the Authority that the corporation has failed to satisfy any of its obligations in compliance with, under or arising from —

(i) this Act; or

(ii) any written direction issued by the Authority under this Act;

(i) the Authority has reason to believe that the corporation is carrying on a business or activity of providing information in relation to a designated benchmark in a manner that is contrary to the interests of the public or a section of the public;

(j) the corporation has provided any information or document to the Authority that is false or misleading; or

(k) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation.

[4/2017]

[Act 18 of 2022 wef 31/07/2024]

(2)  The Authority may —

(a) suspend the authorisation granted to an authorised benchmark submitter for a specific period instead of revoking it under subsection (1); and

(b) at any time extend or revoke the suspension.

[4/2017]

(3)  Subject to subsection (4), the Authority, may upon a written application made to it by an authorised benchmark submitter, in such form and manner as the Authority may specify, withdraw the authorisation of the authorised benchmark submitter.

[4/2017]

(4)  The Authority may refuse to withdraw the authorisation of an authorised benchmark submitter under subsection (3) where the Authority is of the opinion that —

(a) there is any matter concerning the corporation which should be investigated before the authorisation is withdrawn; or

(b) the withdrawal of the authorisation would not be in the public interest.

[4/2017]

(5)  Subject to subsection (6), the Authority must not —

(a) revoke the authorisation granted to an authorised benchmark submitter under subsection (1);

(b) suspend the authorisation granted to an authorised benchmark submitter under subsection (2); or

(c) refuse the withdrawal of the authorisation granted to an authorised benchmark submitter under subsection (4),

without giving the authorised benchmark submitter an opportunity to be heard.

[4/2017]

(6)  The Authority may revoke or suspend the authorisation of a corporation as an authorised benchmark submitter without giving the corporation an opportunity to be heard on any of the following grounds:

(a) the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

(b) a receiver, a receiver and manager or an equivalent person has been appointed, whether in Singapore or elsewhere, for or in respect of any property of the corporation;

(c) the corporation has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly;

(d) the Authority has withdrawn the designation of the designated benchmark under section 123C;

(e) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation.

[4/2017]

[Act 18 of 2022 wef 31/07/2024]

(7)  Any corporation that is aggrieved by a decision of the Authority made in relation to the corporation under subsection (1), (2) or (4) may, within 30 days after the corporation is notified of the decision, appeal to the Minister whose decision is final.

[4/2017]

(8)  Despite the lodging of an appeal under subsection (7), any action taken by the Authority under this section continues to have effect pending the Minister’s decision.

[4/2017]

(9)  The Minister may, when deciding an appeal under subsection (7), make such modification as he or she considers necessary to any action taken by the Authority under this section, and such modified action has effect starting on the date of the Minister’s decision.

[4/2017]

Subdivision (2) — Exempt benchmark submitter

Exemptions from requirement to be authorised as authorised benchmark submitter

123ZH.—(1)  The following persons are exempt from section 123ZC(1):

(a) any bank licensed under the Banking Act 1970;

(b) any merchant bank licensed under the Banking Act 1970;

(c) any finance company licensed under the Finance Companies Act 1967;

(d) any company or co‑operative society licensed under the Insurance Act 1966;

(e) any approved exchange, recognised market operator or approved holding company;

(f) any approved clearing house or recognised clearing house;

(g) any holder of a capital markets services licence;

(h) any authorised benchmark administrator;

(i) any financial adviser licensed under the Financial Advisers Act 2001;

(j) such other person or class of persons as the Authority may exempt by regulations made under section 337.

[4/2017; 1/2020]

(2)  The Authority may by regulations made under section 123ZZA or by written notice impose conditions or restrictions on an exempt person in relation to the business or activity of providing information in relation to a designated benchmark or any related matter and the exempt person must comply with such conditions or restrictions.

[4/2017]

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

[4/2017]

(4)  The Authority may revoke an exemption granted to any person under this section —

(a) if the person contravenes any provision of this Act which is applicable to it or any condition or restriction imposed on it under subsection (2);

(b) if the person contravenes any direction issued to it under section 123ZZB;

(c) if the person has failed to comply with any principle or rule under the code on designated benchmark;

(d) where the person carries on a business or activity of providing information in relation to a particular designated benchmark, if the Authority has withdrawn the designation of that designated benchmark under section 123C;

(e) where the person carries on a business or activity of providing information in relation to a designated benchmark in respect of more than one designated benchmark, the Authority has withdrawn the designation of all of those designated benchmarks under section 123C; or

(f) if the Authority considers that the person is carrying on a business or activity of providing information in relation to a designated benchmark in a manner that is, in the opinion of the Authority, contrary to the interests of a class, or classes, of users of a designated benchmark, or the interests of the public.

[4/2017]

(5)  Where the Authority revokes an exemption granted to any person under this section, the Authority need not give the person an opportunity to be heard.

[4/2017]

(6)  A person who is aggrieved by a decision of the Authority made under subsection (4) may, within 30 days after it is notified of the decision of the Authority, appeal to the Minister whose decision is final.

[4/2017]

Subdivision (3) — Designated benchmark submitter

Power of Authority to designate benchmark submitters

123ZI.—(1)  The Authority may, by order in the Gazette, designate any of the following persons as a designated benchmark submitter in relation to a designated benchmark:

(a) a bank licensed under the Banking Act 1970;

(b) a recognised market operator;

(c) a holder of a capital markets services licence;

(d) an exempt person;

(e) a person who belongs to such class of persons which is prescribed by regulations made under section 123ZZA, being a class of persons that the Authority believes on reasonable grounds is capable of providing information in relation to a designated benchmark.

[4/2017]

(2)  For the purposes of subsection (1), in deciding whether to designate a person as a designated benchmark submitter in respect of a designated benchmark, the Authority must have regard to —

(a) the robustness of the designated benchmark;

(b) the extent to which the information or expressions of opinion which the person is able to provide in relation to the designated benchmark is or is likely to be necessary for the functionality of the market or markets in which the designated benchmark is used for reference;

(c) the size and extent of the person’s actual and potential participation in the market that the designated benchmark seeks to measure, and the extent to which such actual or potential participation is or is likely to be material to the determination of the designated benchmark;

(d) the quality of the information or expressions of opinion which the person is able to provide to enable an authorised benchmark administrator or exempt benchmark administrator to determine the designated benchmark;

(e) the selection criteria of the authorised benchmark administrator or exempt benchmark administrator, in relation to the benchmark submitters of a designated benchmark; and

(f) such other factors as the Authority considers relevant.

[4/2017]

(3)  The Authority must not exercise its powers under subsection (1) without giving the person concerned an opportunity to be heard.

[4/2017]

(4)  A person who is aggrieved by the exercise of the Authority’s powers under subsection (1) may, within 30 days after the date the order under subsection (1) is published, appeal to the Minister whose decision is final.

[4/2017]

(5)  Despite the lodging of an appeal under subsection (4), a person designated by the Authority under subsection (1) is treated as a designated benchmark submitter pending the Minister’s decision.

[4/2017]

(6)  A designated benchmark submitter is not obliged to disclose any information to an authorised benchmark administrator or exempt benchmark administrator if the designated benchmark submitter is prohibited by any written law from disclosing such information.

[4/2017]

(7)  The Authority may, by order in the Gazette, withdraw the designation of any designated benchmark submitter at any time if the Authority is of the opinion that the considerations in subsection (2) are no longer valid or satisfied.

[4/2017]

Obligation to provide information for purposes of determining designated benchmark

123ZJ.—(1)  Every designated benchmark submitter must provide to the authorised benchmark administrator or exempt benchmark administrator in respect of a designated benchmark such information or expression of opinion for the purposes of determining the designated benchmark, as the Authority may specify by written notice to the designated benchmark submitter, at such time and in such form or manner as the Authority may specify by written notice.

[4/2017]

(2)  Any designated benchmark submitter which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

Power of Authority to impose requirements or restrictions

123ZK.—(1)  The Authority may, by written notice, impose requirements or restrictions on a designated benchmark submitter.

[4/2017]

(2)  The Authority may, at any time, by written notice to a designated benchmark submitter, vary any requirement or restriction imposed on the designated benchmark submitter.

[4/2017]

(3)  Any designated benchmark submitter which fails to comply with any requirement or restriction imposed under subsection (1) or (2) shall be guilty of an offence.

[4/2017]

Subdivision (4) — Obligations of authorised benchmark submitters, exempt benchmark submitters and designated benchmark submitters

General obligations

123ZL.—(1)  Every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter must, in relation to the designated benchmark in respect of which it provides information —

(a) manage any risks associated with its business and operations prudently;

(b) ensure that the systems and controls concerning its performing the activity of providing information in relation to a designated benchmark are adequate and appropriate for the scale and nature of its operations;

(c) have sufficient financial, human and system resources —

(i) to carry on a business or activity of providing information in relation to a designated benchmark; and

(ii) to meet contingencies or disasters; and

(d) in the case of an authorised benchmark submitter or a designated benchmark submitter, ensure that it appoints or employs fit and proper persons as its chairperson, chief executive officer, directors and key management officers.

[4/2017]

(2)  In subsection (1)(c), “contingencies or disasters” includes technical disruptions occurring within automated systems.

[4/2017]

Obligation to notify Authority of certain matters

123ZM.—(1)  Every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter must, as soon as practicable after the occurrence of any of the following circumstances, notify the Authority of the circumstance:

(a) in the case of an authorised benchmark submitter, any material change to the information provided by the authorised benchmark submitter in its application under section 123ZD(1);

(b) any change to the type or number of designated benchmarks in relation to which the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter (as the case may be) is carrying on a business or activity of providing information in relation to a designated benchmark;

(c) the carrying on of any business (called in this section a proscribed business) by the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter (as the case may be) other than such business or such class of businesses prescribed by regulations made under section 123ZZA;

(d) the acquisition by the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter (as the case may be) of a substantial shareholding in a corporation (called in this section a proscribed corporation), which carries on any business other than such business or such class of businesses prescribed by regulations made under section 123ZZA;

(e) any other matter that the Authority may —

(i) prescribe by regulations made under section 123ZZA for the purposes of this paragraph; or

(ii) specify by written notice to the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter, as the case may be.

[4/2017]

(2)  Without limiting section 123ZZB(1), the Authority may, at any time after receiving a notice mentioned in subsection (1), issue directions to the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter —

(a) where the notice relates to a matter mentioned in subsection (1)(c) —

(i) to cease carrying on the proscribed business; or

(ii) to carry on the proscribed business subject to such conditions or restrictions as the Authority may impose; or

(b) where the notice relates to a matter mentioned in subsection (1)(d) —

(i) to dispose of all or any part of its shareholding in the proscribed corporation within such time and subject to such conditions as specified in the directions; or

(ii) to exercise its rights relating to such shareholding, or to not exercise such rights, subject to such conditions or restrictions as the Authority may impose.

[4/2017]

(3)  An authorised benchmark submitter, an exempt benchmark submitter and a designated benchmark submitter must comply with every direction issued to it under subsection (2) despite anything to the contrary in the Companies Act 1967 or any other law.

[4/2017]

(4)  An authorised benchmark submitter, an exempt benchmark submitter and a designated benchmark submitter must notify the Authority of any matter that the Authority may prescribe by regulations made under section 123ZZA for the purposes of this subsection, no later than such time as the Authority may prescribe by those regulations.

[4/2017]

(5)  An authorised benchmark submitter, an exempt benchmark submitter and a designated benchmark submitter must notify the Authority of any matter that the Authority may specify by written notice to the authorised benchmark submitter, exempt benchmark submitter, or designated benchmark submitter (as the case may be) no later than such time as the Authority may specify in that notice.

[4/2017]

Obligation to maintain proper records

123ZN.—(1)  Every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter must maintain a record of the following in respect of a designated benchmark:

(a) all information or expressions of opinion which the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter (as the case may be) provides to any authorised benchmark administrator or exempt benchmark administrator;

(b) the basis of the information or the rationale of the expressions of opinion referred to in paragraph (a);

(c) such other matters as the Authority may prescribe by regulations made under section 123ZZA.

[4/2017]

(2)  The records mentioned in subsection (1) must be kept for such period, and in such form and manner, as may be prescribed by regulations made under section 123ZZA.

[4/2017]

Obligation to submit periodic reports

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

[4/2017]

Notification of change of particulars

123ZP.  Where —

(a) an authorised benchmark submitter or exempt benchmark submitter ceases to carry on a business or activity of providing information in relation to a designated benchmark; or

(b) a change occurs in any matter records of which are required by section 123ZQ(1) to be kept in relation to the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter,

the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter (as the case may be) must, not later than 14 days after the occurrence of the event, provide particulars of the event to the Authority in the form and manner prescribed by regulations made under section 123ZZA.

[4/2017]

Records of authorised benchmark submitters, exempt benchmark submitters and designated benchmark submitters

123ZQ.—(1)  The Authority must keep records of every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter, setting out the following information of each authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter:

(a) the name of the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter, as the case may be;

(b) the address of the principal place at which the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter (as the case may be) carries on the business or activity of providing information in relation to a designated benchmark;

(c) where the business or activity of providing information in relation to a designated benchmark is carried on under a name or style other than the name of the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter, the name or style under which the business is carried on;

(d) such other information as may be prescribed by regulations made under section 123ZZA.

[4/2017]

(2)  The Authority may publish the information mentioned in subsection (1) or any part of that information in any manner.

[4/2017]

Obligation to assist Authority

123ZR.  Every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter must provide such assistance to the Authority as the Authority may require for the proper administration of this Act, including —

(a) the furnishing of returns; and

(b) the provision of books and information relating to the business of the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter, as the case may be.

[4/2017]

Penalties under this Subdivision

123ZS.  Any authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter which contravenes section 123ZL, 123ZM, 123ZN, 123ZO, 123ZP or 123ZR shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

Subdivision (5) — Matters requiring approval of Authority

Approval of chief executive officer and director of authorised benchmark submitter or designated benchmark submitter

123ZT.—(1)  Subject to subsection (3), an authorised benchmark submitter or designated benchmark submitter must not —

(a) appoint a person as its chief executive officer or director; or

(b) change the nature of the appointment of a person as a director from one that is non‑executive to one that is executive,

unless it has the approval of the Authority to do so.

[4/2017]

(2)  Where an authorised benchmark submitter or a designated benchmark submitter has obtained the approval of the Authority to appoint a person as its chief executive officer or director under subsection (1)(a), the person may be re‑appointed as a chief executive officer or director (as the case may be) of the authorised benchmark submitter or designated benchmark submitter (as the case may be) immediately upon the expiry of the earlier term without the approval of the Authority.

[4/2017]

(3)  Subsection (1) does not apply to the appointment of a person as a director of a foreign company, or the change in the nature of the appointment of a person as a director of a foreign company if, at the time of the appointment or change, the person —

(a) does not reside in Singapore; and

(b) is not directly responsible for its carrying out of the activity of providing information in relation to a designated benchmark or any part of the activity of providing information in relation to a designated benchmark.

[4/2017]

(4)  Without affecting 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 by regulations made under section 123ZZA or notified to the authorised benchmark submitter or designated benchmark submitter, as the case may be.

[4/2017]

(5)  Subject to subsection (6), the Authority must not refuse an application for approval under subsection (1) without giving the authorised benchmark submitter or designated benchmark submitter an opportunity to be heard.

[4/2017]

(6)  The Authority may refuse an application for approval under subsection (1) on any of the following grounds without giving the authorised benchmark submitter or designated benchmark submitter an opportunity to be heard:

(a) the person is an undischarged bankrupt, whether in Singapore or elsewhere;

(b) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the person;

[Act 18 of 2022 wef 31/07/2024]

(c) the person has been convicted, whether in Singapore or elsewhere, of an offence —

(i) involving fraud or dishonesty or the conviction for which involved a finding that he or she had acted fraudulently or dishonestly; and

(ii) punishable with imprisonment for a term of 3 months or more.

[4/2017]

(7)  Where the Authority refuses an application for approval under subsection (1), the Authority need not give the person who was proposed to be appointed an opportunity to be heard.

[4/2017]

(8)  Without affecting the Authority’s power to impose conditions or restrictions under section 123ZE(2) or (3), or requirements or restrictions under section 123ZK, the Authority may, at any time by written notice to the authorised benchmark submitter or designated benchmark submitter, impose on it a condition requiring it to notify the Authority of a change to any specified attribute (such as residence and nature of appointment) of its chief executive officer or director, and vary any such condition.

[4/2017]

(9)  This section does not apply to any designated benchmark submitter that is —

(a) a bank licensed under the Banking Act 1970;

(b) a merchant bank licensed under the Banking Act 1970;

(c) a finance company licensed under the Finance Companies Act 1967;

(d) a holder of a capital markets services licence for any regulated activity;

(e) a licensed financial adviser under the Financial Advisers Act 2001;

(f) a direct insurer licensed under the Insurance Act 1966 to carry on life business;

(g) an insurance intermediary registered or regulated under the Insurance Act 1966, who arranges contracts of insurance in Singapore in respect of life business only; or

(h) such other person or class of persons as may be prescribed by regulations made under section 123ZZA.

[4/2017; 1/2020]

(10)  Any authorised benchmark submitter or designated benchmark submitter which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

(11)  Any authorised benchmark submitter or designated benchmark submitter which contravenes any condition imposed on it under subsection (8) shall be guilty of an offence.

[4/2017]

Removal of officer of authorised benchmark submitter or designated benchmark submitter

123ZU.—(1)  Despite the provisions of any other written law —

(a) an authorised benchmark submitter or a designated benchmark submitter must not, without the prior written consent of the Authority, permit a person to act as its executive officer; and

(b) an authorised benchmark submitter or a designated benchmark submitter, that is incorporated in Singapore must not, without the prior written consent of the Authority, permit a person to act as its director,

if the person —

(c) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 8 October 2018, being an offence —

(i) involving fraud or dishonesty;

(ii) the conviction for which involved a finding that he or she had acted fraudulently or dishonestly; or

(iii) that is specified in the Third Schedule to the Registration of Criminals Act 1949;

(d) is an undischarged bankrupt, whether in Singapore or elsewhere;

(e) has had an enforcement order against him or her in respect of a judgment debt returned unsatisfied in whole or in part;

[Act 25 of 2021 wef 01/04/2022]

(f) has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his or her creditors, being a compromise or scheme of arrangement that is still in operation;

(g) has had a related Acts prohibition order, a section 101A prohibition order, a section 123ZZC prohibition order or an FSMA prohibition order made against him or her that remains in force; or

[Act 18 of 2022 wef 31/07/2024]

(h) has been a director of, or directly concerned in the management of, a regulated financial institution, whether in Singapore or elsewhere —

(i) which is being or has been wound up by a court; or

(ii) 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.

[4/2017]

(2)  Despite the provisions of any other written law, where the Authority is satisfied that a director of an authorised benchmark submitter or a designated benchmark submitter, that is incorporated in Singapore, or an executive officer of an authorised benchmark submitter or a designated benchmark submitter —

(a) has wilfully contravened or wilfully caused the authorised benchmark submitter or designated benchmark submitter (as the case may be) to contravene any provision of this Act;

(b) has, without reasonable excuse, failed to secure the compliance of the authorised benchmark submitter or designated benchmark submitter (as the case may be) with this Act, the Monetary Authority of Singapore Act 1970 or any of the written laws set out in the Schedule to that Act; or

(c) has failed to discharge any of the duties of his or her office,

the Authority may, if it thinks it necessary in the interests of the public or a section of the public, or a class or classes of users of a designated benchmark, by written notice to the authorised benchmark submitter or designated benchmark submitter (as the case may be) direct the authorised benchmark submitter or designated benchmark submitter to remove the director or executive officer (as the case may be) from the director’s or executive officer’s office or employment within such period as the Authority may specify in the notice, and the authorised benchmark submitter or designated benchmark submitter (as the case may be) must comply with the notice.

[4/2017]

(3)  Without affecting any other matter that the Authority may consider relevant, the Authority may, when determining whether a director or an executive officer of an authorised benchmark submitter or designated benchmark submitter (as the case may be) has failed to discharge the duties of the director’s or executive officer’s office for the purposes of subsection (2)(c), have regard to such criteria as may be prescribed by regulations made under section 123ZZA or notified in writing to the authorised benchmark submitter or designated benchmark submitter, as the case may be.

[4/2017]

(4)  The Authority must not direct an authorised benchmark submitter or designated benchmark submitter to remove a person from the person’s office under subsection (2) without giving the authorised benchmark submitter or designated benchmark submitter (as the case may be) an opportunity to be heard.

[4/2017]

(5)  Where the Authority directs an authorised benchmark submitter or a designated benchmark submitter to remove a person from the person’s office or employment under subsection (2), the Authority need not give that person an opportunity to be heard.

[4/2017]

(6)  No criminal or civil liability is incurred by —

(a) an authorised benchmark submitter;

(b) a designated benchmark submitter; or

(c) any person acting on behalf of the authorised benchmark submitter or designated benchmark submitter,

in respect of anything done (including any statement made) or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of its obligations under this section.

[4/2017]

(7)  This section does not apply to any designated benchmark submitter that is —

(a) a bank licensed under the Banking Act 1970;

(b) a merchant bank licensed under the Banking Act 1970;

(c) a finance company licensed under the Finance Companies Act 1967;

(d) the holder of a capital markets services licence for any regulated activity;

(e) a licensed financial adviser under the Financial Advisers Act 2001;

(f) a direct insurer licensed under the Insurance Act 1966 to carry on life business;

(g) an insurance intermediary registered or regulated under the Insurance Act 1966, who arranges contracts of insurance in Singapore in respect of life business only; or

(h) such other person or class of persons as may be prescribed by regulations made under section 123ZZA.

[4/2017; 1/2020]

(8)  Any authorised benchmark submitter or designated benchmark submitter which contravenes subsection (1), or any direction issued by the Authority under subsection (2), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

(9)  [Deleted by Act 12 of 2024 wef 30/08/2024]

Control of take‑over of authorised benchmark submitter or designated benchmark submitter

123ZV.—(1)  This section applies to all individuals whether resident in Singapore or not and whether citizens of Singapore or not, and to all bodies corporate or unincorporate, whether incorporated or carrying on business in Singapore or not.

[4/2017]

(2)  A person must not enter into any arrangement in relation to shares in an authorised benchmark submitter or designated benchmark submitter that is a company by virtue of which the person would, if the arrangement is carried out, obtain effective control of the authorised benchmark submitter or designated benchmark submitter, unless the person has obtained the prior approval of the Authority to the person’s entering into the arrangement.

[4/2017]

(3)  An application for the Authority’s approval under subsection (2) must be made in writing, and the Authority may authorise the application if the Authority is satisfied that —

(a) the applicant is a fit and proper person to have effective control of the authorised benchmark submitter or designated benchmark submitter, as the case may be;

(b) having regard to the applicant’s likely influence, the authorised benchmark submitter or designated benchmark submitter (as the case may be) is likely to continue to carry on a business or activity of providing information in relation to a designated benchmark prudently and comply with the provisions of this Act and directions made thereunder; and

(c) the applicant satisfies such other criteria as may be prescribed by regulations made under section 123ZZA or as the Authority may specify in written directions.

[4/2017]

(4)  Any approval under subsection (3) may be granted to the applicant subject to such conditions as the Authority may determine, including any condition —

(a) restricting the applicant’s disposal or further acquisition of shares or voting power in the authorised benchmark submitter or designated benchmark submitter, as the case may be; or

(b) restricting the applicant’s exercise of voting power in the authorised benchmark submitter or designated benchmark submitter, as the case may be,

and the applicant must comply with such conditions.

[4/2017]

(5)  Any condition imposed under subsection (4) has effect despite any provision of the Companies Act 1967 or anything contained in the constitution of the authorised benchmark submitter or designated benchmark submitter.

[4/2017]

(6)  For the purposes of this section and section 123ZW —

(a) a reference to a person entering into an arrangement in relation to shares of an authorised benchmark submitter or a designated benchmark submitter (as the case may be) includes —

(i) entering into an agreement or any formal or informal scheme, arrangement or understanding, to acquire those shares;

(ii) making or publishing a statement, however expressed, that expressly or impliedly invites the holder of those shares to offer to dispose of the holder’s shares to the first person;

(iii) the first person obtaining a right to acquire shares under an option, or to have shares transferred to the first person or to the first person’s order, whether the right is exercisable presently or in the future and whether on fulfilment of a condition or not; and

(iv) becoming a trustee of a trust in respect of those shares;

(b) a person is regarded as obtaining effective control of the authorised benchmark submitter or designated benchmark submitter (as the case may be) by virtue of an arrangement if the person alone or acting together with any connected person would, if the arrangement is carried out —

(i) acquire or hold, directly or indirectly, 20% or more of the issued share capital of the authorised benchmark submitter or designated benchmark submitter, as the case may be; or

(ii) control, directly or indirectly, 20% or more of the voting power in the authorised benchmark submitter or designated benchmark submitter, as the case may be; and

(c) a reference to the voting power in the authorised benchmark submitter or designated benchmark submitter (as the case may be) is a reference to the total number of votes that may be cast in a general meeting of the authorised benchmark submitter or designated benchmark submitter, as the case may be.

[4/2017]

(7)  This section does not apply in relation to any designated benchmark submitter that is —

(a) a bank licensed under the Banking Act 1970;

(b) a merchant bank licensed under the Banking Act 1970;

(c) a finance company licensed under the Finance Companies Act 1967;

(d) the holder of a capital markets services licence for any regulated activity;

(e) a licensed financial adviser under the Financial Advisers Act 2001;

(f) a direct insurer licensed under the Insurance Act 1966 to carry on life business;

(g) an insurance intermediary registered or regulated under the Insurance Act 1966, who arranges contracts of insurance in Singapore in respect of life business only; or

(h) such other person or class of persons as may be prescribed by regulations made under section 123ZZA.

[4/2017; 1/2020]

(8)  Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both.

[4/2017]

Objection to control of authorised benchmark submitter or designated benchmark submitter

123ZW.—(1)  The Authority may serve a written notice of objection on —

(a) any person required to obtain the Authority’s approval or who has obtained the approval under section 123ZV; or

(b) any person who, whether before, on or after 8 October 2018, either alone or together with any connected person, holds, directly or indirectly, 20% or more of the issued share capital of the authorised benchmark submitter or designated benchmark submitter (as the case may be) or controls, directly or indirectly, 20% or more of the voting power in the authorised benchmark submitter or designated benchmark submitter, as the case may be,

if the Authority is satisfied that —

(c) any condition of approval imposed on the person under section 123ZV(4) has not been complied with;

(d) the person is not or ceases to be a fit and proper person to have effective control of the authorised benchmark submitter or designated benchmark submitter, as the case may be;

(e) having regard to the likely influence of the person, the authorised benchmark submitter or designated benchmark submitter (as the case may be) is not able to or is no longer likely to carry on a business or activity of providing information in relation to a designated benchmark prudently and comply with the provisions of this Act and any direction made under this Act;

(f) the person does not or ceases to satisfy such criteria as may be prescribed by regulations made under section 123ZZA;

(g) the person has provided false or misleading information or documents in connection with an application under section 123ZV; or

(h) the Authority would not have granted its approval under section 123ZV had the Authority been aware, at that time, of circumstances relevant to the person’s application for such approval.

[4/2017]

(2)  The Authority must not serve a notice of objection on any person without giving the person an opportunity to be heard, except in the following circumstances:

(a) the person is in the course of being wound up or otherwise dissolved or, in the case of an individual, is an undischarged bankrupt whether in Singapore or elsewhere;

(b) a receiver, a receiver and manager, a judicial manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the person;

(c) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the person;

[Act 18 of 2022 wef 31/07/2024]

(d) the person has been convicted, whether in Singapore or elsewhere, of any offence involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly.

[4/2017]

(3)  Any person served with the written notice of objection must, within the period specified in the notice —

(a) take such steps as are necessary to ensure that the person ceases to be a party to the arrangement described in section 123ZV(2), ceases to hold 20% or more of the issued share capital of the authorised benchmark submitter or designated benchmark submitter (as the case may be) in the manner described in subsection (1)(b), or ceases to control 20% or more of the voting power in the authorised benchmark submitter or designated benchmark submitter (as the case may be) in the manner described in subsection (1)(b); and

(b) comply with such other requirements as the Authority may specify in the notice.

[4/2017]

(4)  This section does not apply in relation to any designated benchmark submitter that is —

(a) a bank licensed under the Banking Act 1970;

(b) a merchant bank licensed under the Banking Act 1970;

(c) a finance company licensed under the Finance Companies Act 1967;

(d) the holder of a capital markets services licence for any regulated activity;

(e) a licensed financial adviser under the Financial Advisers Act 2001;

(f) a direct insurer licensed under the Insurance Act 1966 to carry on life business;

(g) an insurance intermediary registered or regulated under the Insurance Act 1966, who arranges contracts of insurance in Singapore in respect of life business only; or

(h) such other person or class of persons as may be prescribed by regulations made under section 123ZZA.

[4/2017; 1/2020]

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

[4/2017]

Appeals

123ZX.  Any authorised benchmark submitter or designated benchmark submitter that is aggrieved by —

(a) the refusal of the Authority to grant an approval to the authorised benchmark submitter or the designated benchmark submitter to appoint a person as its chief executive officer or director; or

(b) the direction of the Authority to the authorised benchmark submitter or the designated benchmark submitter to remove an officer from office or employment,

may, within 30 days after it is notified of the decision of the Authority, appeal to the Minister whose decision is final.

[4/2017]

Division 4 — Information Gathering Powers over Financial Benchmarks, Disclosure of Information and Record Keeping

Provision of information to Authority

123ZY.—(1)  The Authority may, by regulations made under section 123ZZA, require a person or a class of persons whom the Authority believes on reasonable grounds is capable of giving information on or concerning any financial benchmark or any market which a financial benchmark seeks to measure to disclose to the Authority the information that the person has under the person’s control or possession, in such form and manner, and within such period or periods, as may be prescribed in those regulations.

[4/2017]

(2)  The Authority may, by written notice to any person whom the Authority believes on reasonable grounds is capable of giving information on or concerning any financial benchmark or any market which a financial benchmark seeks to measure, require such person to disclose to the Authority the information that the person has under the person’s control or possession, in such form and manner, and within such period or periods, as may be specified in the notice.

[4/2017]

(3)  Subject to subsection (5), any person to whom a notice is issued under subsection (2) must comply with the notice.

[4/2017]

(4)  Any person who contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

(5)  A person referred to in subsection (1) or a person to whom a notice is issued under subsection (2) is not obliged to disclose any information where the person is prohibited by any written law from disclosing such information.

[4/2017]

(6)  Where a person claims, before providing the Authority with any information that the person is required to furnish under subsection (1) or (2), that the information might tend to incriminate the person, the information —

(a) is not admissible in evidence against the person in criminal proceedings other than proceedings under subsection (4) or in relation to a contravention of subsection (1); but

(b) is admissible in evidence for civil proceedings under Part 12.

[4/2017]

Power to require maintenance of records and submit periodic reports

123ZZ.—(1)  The Authority may, by regulations made under section 123ZZA or by written notice, require any financial institution or class of financial institutions to —

(a) maintain a record of —

(i) all transactions undertaken by the financial institution in relation to one or more underlying things that are the subject of a designated benchmark; and

(ii) all transactions undertaken by the financial institution in relation to financial instruments that use a designated benchmark for reference to determine the price, value, interest payable, sums due or performance of the financial instrument,

in such form and manner as the Authority may prescribe in those regulations or specify by written notice, including —

(iii) the extent to which the record includes details of each transaction or exposure; and

(iv) the period of time that the record is to be maintained; and

(b) submit to the Authority such reports in such form, manner and frequency as the Authority may prescribe in those regulations or specify by written notice.

[4/2017]

(2)  In this section, “financial institution” means —

(a) a bank licensed under the Banking Act 1970;

(b) a merchant bank that is licensed under the Banking Act 1970;

(c) a finance company licensed under the Finance Companies Act 1967;

(d) the holder of a capital markets services licence under this Act;

(e) a licensed financial adviser under the Financial Advisers Act 2001;

(f) a company or co‑operative society licensed under the Insurance Act 1966 as a direct insurer carrying on life business;

(g) an insurance intermediary licensed under any written law relating to insurance intermediaries if the intermediary arranges contracts of insurance in respect of life business; or

(h) such other person or class of persons as may be prescribed by regulations made under section 123ZZA.

[4/2017; 1/2020]

(3)  Any person who, without reasonable excuse, contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

Division 5 — General Powers

Power of Authority to make regulations

123ZZA.—(1)  Without affecting section 341, the Authority may make regulations prescribing matters required or permitted by this Part to be prescribed, or necessary or convenient to be prescribed for carrying out or giving effect to this Part.

[4/2017]

(2)  The regulations made under subsection (1) may, in particular —

(a) prescribe the requirements that an authorised benchmark administrator or an exempt benchmark administrator or a class of any of the foregoing persons must comply with; and

(b) prescribe the requirements that an authorised benchmark submitter, an exempt benchmark submitter, a designated benchmark submitter or a class of any of the foregoing persons must comply with.

[4/2017]

(3)  The regulations made under this section may provide —

(a) that a contravention of any specified provision of those regulations shall be an offence; and

(b) for a penalty not exceeding a fine of $100,000 or imprisonment for a term not exceeding 12 months or both for each offence and, in the case of a continuing offence, a further penalty not exceeding a fine of 10% of the maximum fine prescribed for that offence for every day or part of a day during which the offence continues after conviction.

[4/2017]

Power of Authority to issue written directions

123ZZB.—(1)  The Authority may, if it thinks it necessary or expedient, in the interests of a class, or classes, of users of a designated benchmark, or in the interests of the public or a section of the public, issue written directions, either of a general or specific nature, to any of the following persons or class of persons, requiring such person or class of persons to comply with such requirements as the Authority may specify in the written directions:

(a) an authorised benchmark administrator;

(b) an exempt benchmark administrator;

(c) an authorised benchmark submitter;

(d) an exempt benchmark submitter;

(e) a designated benchmark submitter;

(f) a representative of any authorised benchmark administrator, exempt benchmark administrator, authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter;

(g) a class of any of the persons mentioned in paragraphs (a) to (f).

[4/2017]

(2)  Without limiting subsection (1), any written direction may be issued with respect to —

(a) the standards to be maintained by the person concerned in carrying out the activity of administering a designated benchmark, or the activity of providing information in relation to a designated benchmark;

(b) the type and frequency of submission of financial returns and other information to be submitted to the Authority; and

(c) the qualifications, experience and training of representatives,

and the person to whom such direction is issued must comply with the direction.

[4/2017]

(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 of a day during which the offence continues after conviction.

[4/2017]

(4)  It is not necessary to publish any direction issued under subsection (1) in the Gazette.

[4/2017]

123ZZC.  [Repealed by Act 18 of 2022 wef 31/07/2024]

123ZZD.  [Repealed by Act 18 of 2022 wef 31/07/2024]

123ZZE.  [Repealed by Act 18 of 2022 wef 31/07/2024]

123ZZF.  [Repealed by Act 18 of 2022 wef 31/07/2024]

PART 6A

REPORTING OF DERIVATIVES CONTRACTS

[34/2012]

Interpretation of this Part

124.  In this Part, unless the context otherwise requires —

“market contract” means —

(a) 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

(b) 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 —

(a) any bank that is licensed under the Banking Act 1970;

(b) any subsidiary of a bank incorporated in Singapore;

(c) any merchant bank licensed under the Banking Act 1970;

(d) any finance company licensed under the Finance Companies Act 1967;

(e) any insurer licensed under the Insurance Act 1966;

(f) [Deleted by Act 4 of 2017]

(g) any holder of a capital markets services licence; or

(h) 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.

[34/2012; 10/2013; 4/2017; 1/2020]

Reporting of specified derivatives contracts

125.—(1)  Every specified person who is a party to a specified derivatives contract must, 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 —

(a) such information on the specified derivatives contract as the Authority may prescribe by those regulations; and

(b) any amendment, modification, variation or change to the information referred to in paragraph (a).

[34/2012]

(2)  Without affecting subsection (1), where the circumstances referred to in subsection (3) apply, a specified person who executes or causes to be executed a specified derivatives contract as an agent of a party to the specified derivatives contract must, 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 —

(a) such information on the specified derivatives contract as the Authority may prescribe by those regulations; and

(b) any amendment, modification, variation or change to the information referred to in paragraph (a).

[34/2012; 4/2017]

(3)  For the purposes of subsection (2), the circumstances are that the party to the specified derivatives contract —

(a) is not a specified person; or

(b) is a specified person, but is exempted under section 129A from subsection (1).

[34/2012; 4/2017]

(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) is treated to have reported that information to a licensed trade repository or licensed foreign trade repository, if —

(a) any other person has, with the consent or authority of the specified person, reported that information, in such form or manner prescribed by regulations made under section 129, to that licensed trade repository or licensed foreign trade repository; and

(b) that information is true and correct and has been received by that licensed trade repository or licensed foreign trade repository.

[4/2017]

(5)  A specified person who is treated under subsection (4) 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, is treated to have so reported that information at the time that information is received by that licensed trade repository or licensed foreign trade repository.

[4/2017]

(6)  A specified person who —

(a) complies with subsection (1) or (2);

(b) consents to or authorises the reporting of any information in connection with subsection (4); or

(c) discloses any information in compliance with the foreign reporting obligations of such jurisdiction as may be prescribed by regulations made under section 129,

is not to be treated as being in breach of any restriction upon the disclosure of information imposed by written law, any rule of law, any contract or otherwise.

[4/2017]

(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 of a day during which the offence continues after conviction.

[34/2012]

(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 must use due care to ensure that the information reported is not false in any material particular.

[34/2012]

(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.

[34/2012]

(10)  Except where the parties to a specified derivatives contract have entered into an express agreement to the contrary, the specified derivatives contract is not, by reason only of a contravention of subsection (1), (2) or (8) in relation to the specified derivatives contract, voidable or void.

[34/2012]

(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 includes, but is not limited to —

(a) the identities of the parties to the specified derivatives contract; and

(b) 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).

[34/2012]

(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 includes a reference to that market contract.

[34/2012]

Power of Authority to obtain information

126.—(1)  The Authority may require any person to provide the Authority with such information or documents as the Authority considers necessary for determining —

(a) 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;

(b) 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

(c) 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).

[34/2012]

(2)  Subject to subsections (4) and (5), a person must comply with every requirement imposed on the person under subsection (1).

[34/2012]

(3)  Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.

[34/2012]

(4)  A person who complies with a requirement imposed under subsection (1) is not to be treated as being in breach of any restriction upon the disclosure of information imposed by written law, any rule of law, any contract or otherwise.

[4/2017]

(5)  Nothing in this section compels an advocate and solicitor, or a legal counsel referred to in section 128A of the Evidence Act 1893, to provide any information on, or any document containing, any privileged communication made by or to him or her in that capacity.

[34/2012]

(6)  Where a person claims, before providing the Authority with any information or documents that the person is required to provide under subsection (1)(c), that the information or documents might tend to incriminate the person, the information or documents —

(a) are not admissible in evidence against the person in criminal proceedings other than proceedings under subsection (3); but

(b) are admissible in evidence for civil proceedings under Part 12.

[34/2012]

Directions on alternative reporting arrangements

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 written notice, 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:

(a) to maintain records of that information in such form or manner as the Authority may prescribe by regulations made under section 129;

(b) 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;

(c) 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.

[34/2012]

(2)  A specified person referred to in subsection (1) must comply with every direction issued to the specified person under that subsection.

[34/2012]

(3)  A specified person is treated 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 the specified person under subsection (1) remains in force, the specified person complies with that direction in relation to that information.

[34/2012; 4/2017]

(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.

[34/2012]

(5)  Any specified person who, without reasonable excuse, contravenes a direction issued to the specified person 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 of a day during which the offence continues after conviction.

[34/2012]

(6)  It is not necessary to publish any direction issued under subsection (1) in the Gazette.

[34/2012]

(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.

[34/2012]

Compliance with laws and practices of relevant reporting jurisdiction

128.—(1)  Subject to subsection (3), a specified person who is a party to a specified derivatives contract is treated 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 —

(a) 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

(b) 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.

[34/2012; 4/2017]

(2)  Subject to subsection (3), a specified person who executes or causes to be executed a specified derivatives contract as an agent of a party to the specified derivatives contract (called in this subsection the principal party) is treated 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 —

(a) 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

(b) 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.

[34/2012; 4/2017]

(3)  Subsections (1) and (2) do 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.

[34/2012]

(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.

[34/2012]

Power of Authority to make regulations

129.—(1)  Without affecting 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.

[34/2012]

(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 —

(a) the significance of that derivatives contract or class of derivatives contracts in Singapore;

(b) international developments in the reporting of derivatives contracts; and

(c) any other matters that the Authority deems to be relevant.

[34/2012]

Exemption from section 125

129A.—(1)  Without affecting 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.

[34/2012]

(2)  The Authority may, by written notice, 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 written notice.

[34/2012; 4/2017]

(3)  It is not necessary to publish any exemption granted under subsection (2) in the Gazette.

[34/2012]

(4)  Every specified person that is granted an exemption under subsection (1) or (2) must satisfy every condition or restriction imposed on the specified person under the applicable subsection.

[34/2012]

(4A)  The Authority may at any time add to, vary or revoke any condition or restriction imposed under this section.

[4/2017]

(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 of a day during which the offence continues after conviction.

[34/2012]

PART 6B

CLEARING OF DERIVATIVES CONTRACTS

[34/2012]

Interpretation of this Part

129B.  In this Part, unless the context otherwise requires —

“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 —

(a) any bank that is licensed under the Banking Act 1970;

(b) any merchant bank licensed under the Banking Act 1970;

(c) any finance company licensed under the Finance Companies Act 1967;

(d) any insurer licensed under the Insurance Act 1966;

(e) [Deleted by Act 4 of 2017]

(f) any holder of a capital markets services licence; or

(g) 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.

[34/2012; 10/2013; 4/2017; 1/2020]

Clearing of specified derivatives contracts

129C.—(1)  Every specified person who is a party to a specified derivatives contract must, 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.

[34/2012]

(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 of a day during which the offence continues after conviction.

[34/2012]

(3)  Except where the parties to a specified derivatives contract have entered into an express agreement to the contrary, the specified derivatives contract is not, by reason only of a contravention of subsection (1) in relation to the specified derivatives contract, voidable or void.

[34/2012]

Power of Authority to obtain information

129D.—(1)  The Authority may require any person to provide the Authority with such information or documents as the Authority considers necessary for determining —

(a) 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;

(b) 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

(c) 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).

[34/2012]

(2)  Subject to subsections (4) and (5), a person must comply with every requirement imposed on the person under subsection (1).

[34/2012]

(3)  Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.

[34/2012]

(4)  A person who complies with a requirement imposed under subsection (1) is not to be treated as being in breach of any restriction upon the disclosure of information imposed by written law, any rule of law, any contract or otherwise.

[4/2017]

(5)  Nothing in this section compels an advocate and solicitor, or a legal counsel referred to in section 128A of the Evidence Act 1893, to provide any information on, or any document containing, any privileged communication made by or to him or her in that capacity.

[34/2012]

(6)  Where a person claims, before providing the Authority with any information or documents that the person is required to provide under subsection (1)(c), that the information or documents might tend to incriminate the person, the information or documents —

(a) are not admissible in evidence against the person in criminal proceedings other than proceedings under subsection (3); but

(b) are admissible in evidence for civil proceedings under Part 12.

[34/2012]

Directions on alternative clearing arrangements

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 specified derivatives contract or any class of specified derivatives contracts under section 129C(1), the Authority may issue directions, whether of a general or specific nature, by written notice, to any specified person who is a party to that specified derivatives contract, or any class of specified persons who are parties to that class of specified derivatives contracts, requiring the specified person or class of specified persons to cause that specified derivatives contract or that class of specified derivatives contracts to undergo clearing in the manner and within the time specified by the Authority in that notice.

[4/2017]

(2)  A specified person referred to in subsection (1) must comply with every direction issued to the specified person under that subsection.

[34/2012]

(3)  A specified person is treated to have complied with section 129C(1) in relation to a specified derivatives contract if, while a direction issued to the specified person under subsection (1) remains in force, the specified person complies with that direction in relation to that specified derivatives contract.

[34/2012; 4/2017]

(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.

[34/2012]

(5)  Any specified person who, without reasonable excuse, contravenes a direction issued to the specified person 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 of a day during which the offence continues after conviction.

[34/2012]

(6)  It is not necessary to publish any direction issued under subsection (1) in the Gazette.

[34/2012]

Compliance with laws and practices of relevant clearing jurisdiction

129F.—(1)  Subject to subsection (2), a specified person who is a party to a specified derivatives contract is treated to have complied with section 129C(1) in relation to the specified derivatives contract, if —

(a) 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

(b) 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.

[34/2012; 4/2017]

(2)  Subsection (1) does 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.

[34/2012]

(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.

[34/2012]

Power of Authority to make regulations

129G.—(1)  Without affecting 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.

[34/2012]

(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 —

(a) the level of systemic risk posed by that derivatives contract or class of derivatives contracts;

(b) the characteristics and level of standardisation of the contractual terms and operational processes relating to that derivatives contract or class of derivatives contracts;

(c) the depth and liquidity of the market for that derivatives contract or class of derivatives contracts;

(d) the availability of fair, reliable and generally accepted pricing sources for that derivatives contract or class of derivatives contracts;

(e) the international regulatory approach towards that derivatives contract or class of derivatives contracts;

(f) whether there is any anti‑competitive effect associated with that derivatives contract or class of derivatives contracts;

(g) 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

(h) any other matters that the Authority deems to be relevant.

[34/2012]

Exemption from section 129C

129H.—(1)  Without affecting section 337(1), the Authority may, by regulations made 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.

[34/2012]

(2)  The Authority may, by written notice, 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 written notice.

[34/2012; 4/2017]

(3)  It is not necessary to publish any exemption granted under subsection (2) in the Gazette.

[34/2012]

(4)  Every specified person that is granted an exemption under subsection (1) or (2) must satisfy every condition or restriction imposed on the specified person under the applicable subsection.

[34/2012]

(4A)  The Authority may at any time add to, vary or revoke any condition or restriction imposed under this section.

[4/2017]

(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 of a day during which the offence continues after conviction.

[34/2012]

PART 6C

TRADING OF DERIVATIVES CONTRACTS

[4/2017]

Interpretation of this Part

129I.  In this Part, unless the context otherwise requires —

“specified derivatives contract” means any derivatives contract that is, or that belongs to a class of derivatives contracts that is, prescribed by regulations made under section 129N for the purposes of this definition;

“specified person” means —

(a) any bank that is licensed under the Banking Act 1970;

(b) any merchant bank licensed under the Banking Act 1970;

(c) any finance company licensed under the Finance Companies Act 1967;

(d) any insurer licensed under the Insurance Act 1966;

(e) any holder of a capital markets services licence; or

(f) any other person who is, or who belongs to a class of persons which is, prescribed by regulations made under section 129N.

[4/2017; 1/2020]

Trading of specified derivatives contracts

129J.—(1)  Every specified person who executes a specified derivatives contract must do so —

(a) on an organised market operated by an approved exchange or a recognised market operator, or on or through any other facility prescribed by regulations made under section 129N; and

(b) in the form and manner prescribed by regulations made under that section.

[4/2017]

(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.

[4/2017]

(3)  A failure to comply with subsection (1) does not of itself render the specified derivatives contract that is executed voidable or void.

[4/2017]

Power of Authority to obtain information

129K.—(1)  The Authority may require any person to provide the Authority with such information or documents as the Authority considers necessary for determining —

(a) whether any derivatives contract or class of derivatives contracts should be prescribed for the purposes of the definition of “specified derivatives contract” in section 129I;

(b) whether the person or any other person or class of persons should be prescribed for the purposes of paragraph (f) of the definition of “specified person” in section 129I; or

(c) whether 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 129J(1).

[4/2017]

(2)  Subject to subsections (4) and (5), a person must comply with every requirement imposed on the person under subsection (1).

[4/2017]

(3)  Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]

(4)  A person who complies with a requirement imposed under subsection (1) is not to be treated as being in breach of any restriction upon the disclosure of information imposed by written law, any rule of law, any contract or otherwise.

[4/2017]

(5)  Nothing in this section compels an advocate and solicitor, or a legal counsel referred to in section 128A of the Evidence Act 1893, to provide any information on, or any document containing, any privileged communication made by or to him or her in that capacity.

[4/2017]

(6)  Where a person claims, before furnishing the Authority with any information or documents that the person is required to provide under subsection (1)(c), that the information or documents might tend to incriminate the person, the information or documents —

(a) are not admissible in evidence against the person in criminal proceedings other than proceedings under subsection (3); but

(b) are admissible in evidence for civil proceedings under Part 12.

[4/2017]

Directions on alternative trading arrangements

129L.—(1)  Where the Authority is of the opinion that any organised market operated by any approved exchange or recognised market operator or any other facility prescribed for the purposes of section 129J(1) is not available for the execution of, or is incapable of executing, any specified derivatives contract under section 129J(1), the Authority may issue directions, whether of a general or specific nature, by written notice, to any specified person or to any class of such persons, requiring the specified person or class of such persons to, when executing any such specified derivatives contract, comply with the requirements specified in the notice relating to the form and manner in which the contract must be executed, and the time within which the contract must be executed.

[4/2017]

(2)  A specified person mentioned in subsection (1) must comply with every direction issued to the specified person under that subsection.

[4/2017]

(3)  A specified person is treated to have complied with section 129J(1) in relation to a specified derivatives contract if, while a direction issued to the specified person under subsection (1) remains in force, the specified person executes that specified derivatives contract in the form and manner and within the time specified by the Authority in that direction.

[4/2017]

(4)  The Authority may cancel a direction issued under subsection (1) if the Authority is of the opinion that the grounds for the issue of the direction have ceased to apply.

[4/2017]

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

[4/2017]

(6)  It is not necessary to publish any direction issued under subsection (1) in the Gazette.

[4/2017]

Compliance with laws and practices of relevant trading jurisdiction

129M.—(1)  Subject to subsection (2), a specified person is treated as having complied with section 129J(1) in relation to the specified derivatives contract if the specified person is required to comply with, and has complied with, in relation to the specified derivatives contract, the requirements relating to the execution of specified derivatives contracts under the laws and practices of the relevant trading jurisdiction.

[4/2017]

(2)  Subsection (1) does not apply to any specified derivatives contract or any class of specified derivatives contracts prescribed by regulations made under section 129N.

[4/2017]

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

[4/2017]

Power of Authority to make regulations

129N.—(1)  Without affecting section 341, the Authority may make regulations for the purposes of this Part.

[4/2017]

(2)  In deciding whether to prescribe any derivatives contract or class of derivatives contracts for the purposes of the definition of “specified derivatives contract” in section 129I, the Authority may have regard to —

(a) the level of systemic risk posed by that derivatives contract or class of derivatives contracts;

(b) the characteristics and level of standardisation of the contractual terms and operational processes relating to that derivatives contract or class of derivatives contracts;

(c) the depth and liquidity of the market for that derivatives contract or class of derivatives contracts;

(d) the international regulatory approach towards that derivatives contract or class of derivatives contracts;

(e) the types of persons that transact in that derivatives contract or class of derivatives contracts, and the purposes of transacting in that derivatives contract or class of derivatives contracts;

(f) the availability of approved exchanges or recognised market operators that operate organised markets, and the availability of facilities prescribed pursuant to section 129J(1), for the trading of that derivatives contract or class of derivatives contracts;

(g) whether there is any anti‑competitive effect associated with that derivatives contract or class of derivatives contracts; and

(h) any other matter that the Authority considers to be relevant.

[4/2017]

Exemption from section 129J

129O.—(1)  Despite section 337(1), the Authority may, by regulations made under section 129N, exempt any specified person or class of specified persons from section 129J, subject to such conditions or restrictions as the Authority may prescribe in those regulations.

[4/2017]

(2)  The Authority may, by written notice, exempt any specified person from section 129J, subject to such conditions or restrictions as the Authority may specify by written notice.

[4/2017]

(3)  It is not necessary to publish any exemption granted under subsection (2) in the Gazette.

[4/2017]

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

[4/2017]

(5)  The Authority may at any time add to, vary or revoke any condition or restriction imposed under this section.

[4/2017]

(6)  Any person who contravenes subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction.

[4/2017]