1 Short title
2 Interpretation
3 Associated person
4 Interest in securities
Division 1 — Securities Markets and Futures Markets
5 Establishment of securities market
6 Establishment of futures market
7 Power of Authority to make regulations
8 Application of provisions to person granted an exemption under section 5 (3) or 6 (3) or person operating an exempt market
Division 2 — Exchanges
9 Power of Authority to approve securities exchange or futures exchange
10 Business rules of securities exchange and futures exchange and listing rules of securities exchange
11 Continuing obligations of securities exchange and futures exchange
12 Revocation of approval
13 Effect of revocation
14 Exchanges to assist Authority
15 Control of substantial shareholding in securities exchange or futures exchange
16 Business rules of securities exchange or futures exchange have effect as contract
17 Authority to be notified of amendments to business rules or listing rules
18 Power of court to order observance or enforcement of business rules or listing rules
19 Non-compliance with business rules or listing rules not to substantially affect rights of person
20 Review of disciplinary action taken by securities exchange or futures exchange
21 Power of Authority to issue directions to securities exchange or futures exchange
22 Removal of officer of securities exchange or futures exchange
23 Power of Authority in securities market
24 Emergency powers of Authority
25 Power of Authority to approve futures contracts
26 Fixing of position and trading limits in futures contracts
27 Additional powers of Authority in respect of auditors
Division 3 — Exchange Holding Companies
28 Exchange holding company
29 Power of Authority to approve exchange holding company
30 Revocation of approval
31 Listing of exchange holding company on securities exchange
32 Power of Authority to issue directions to exchange holding company
33 Removal of officer of exchange holding company
34 Control of substantial shareholdings in exchange holding company
35 Additional powers of Authority in respect of auditors
Division 4 — Recognised Trading System Providers
36 Power of Authority to recognise trading system providers
37 Overseas securities exchange and overseas futures exchange
38 Report by overseas securities exchange and overseas futures exchange
39 Continuing obligations of recognised trading system provider
40 Revocation of recognition
41 Effect of revocation
42 Recognised trading system provider to assist Authority
43 Power of Authority to issue directions to recognised trading system provider
44 Removal of officer of recognised trading system provider
45 Power of Authority to approve futures contracts
46 Additional powers of Authority in respect of auditors
47 Application of certain provisions in Division 2
Division 5 — Immunity
48 Immunity from criminal or civil liability
Division 1 — Interpretation
49 Interpretation of this Part
Division 2 — Clearing Houses
50 Establishment of clearing house
51 Power of Authority to approve clearing house
52 Business rules of clearing house
53 Power of Authority to make regulations
54 Continuing obligations of clearing house
55 Revocation of approval
56 Effect of revocation
57 Clearing house to assist Authority
58 Business rules of clearing house have effect as contract
59 Authority to be notified of amendments to business rules
60 Power of court to order observance or enforcement of business rules
61 Non-compliance with business rules not to substantially affect rights of person
62 Review of disciplinary action taken by clearing house
63 Power of Authority to issue directions to clearing house
64 Removal of officer of clearing house
65 Emergency powers of Authority
66 Additional powers of Authority in respect of auditors
67 Immunity of clearing house, etc.
Division 3 — Clearing House and Insolvency
68 Application of this Division
69 Proceedings of clearing house shall take precedence over law of insolvency
70 Supplementary provisions as to default proceedings
71 Duty to report on completion of default proceedings
72 Net sum payable on completion of default proceedings
73 Disclaimer of onerous property, rescission of contracts, etc.
74 Adjustment of prior transactions
75 Right of relevant office holder to recover certain amounts arising from certain transactions
76 Application of market collateral not affected by certain other interest, etc.
77 Enforcement of judgments over property subject to market charge, etc.
78 Law of insolvency in other jurisdictions
79 Participant to be party to certain transactions as principal
80 Preservation of rights, etc.
81 Immunity from criminal or civil liability
Part IV CAPITAL MARKETS SERVICES LICENCE AND REPRESENTATIVE’S LICENCE
Division 1 — Licensing
82 Need for capital markets services licence
83 Need for representative’s licence
84 Application for grant or renewal of licence
85 Licence fee
86 Grant of capital markets services licence
87 Grant of representative’s licence
88 Power of Authority to impose conditions or restrictions
89 Period of licence
90 Variation of licence
91 Deposit to be lodged in respect of capital markets services licence
92 False statements in relation to application for grant, renewal or variation of licence
93 Notification of change of particulars
94 Register of licensed persons
95 Lapsing, revocation and suspension of licence
96 Approval of chief executive officer and director of holder of capital markets services licence
97 Removal of officer of holder of capital markets services licence
98 Appeals
Division 2 — Exemptions
99 Exemptions from requirement to hold capital markets services licence
Division 3 — General
100 Power of Authority to make regulations
101 Power of Authority to issue written directions
Part V BOOKS, CUSTOMER ASSETS AND AUDIT
Division 1 — Books
102 Keeping of books and furnishing of returns
103 Penalties under this Division
Division 2 — Customer Assets
104 Handling of customer assets
105 Penalties under this Division
Division 3 — Audit
106 Appointment of auditors
107 Lodgment of annual accounts, etc.
108 Reports by auditor to Authority in certain cases
109 Power of Authority to appoint auditor
110 Power of auditors appointed by Authority
111 Offence to destroy, conceal, alter, etc., books
112 Safeguarding of books
113 Restriction on auditor’s and employee’s right to communicate certain matters
114 Exchanges, etc., may impose additional obligations on members
115 Additional powers of Authority in respect of auditors
116 Defamation
Division 1 — General
117 Certain representations prohibited
118 Issue of contract notes
119 Restrictions on granting unsecured advances, loans or credit facilities to officers, etc., of holder of capital markets services licence
120 Licensed person or representative to disclose certain interests
121 Recommendations by licensed person
122 Priority to customers’ orders
123 Power of Authority to make regulations
124 Penalties under this Division
Division 2 — Securities
125 Dealings as principal
Division 3 — Futures Contracts and Leveraged Foreign Exchange Trading
126 Trading against customer
127 Cross-trading
128 Risk disclosure by certain persons
129 Penalties under this Division
Part VII DISCLOSURE OF INTERESTS
Division 1 — Registers of Interests in Securities
130 Application of this Division
131 Register of securities
132 Notice of particulars to Authority
133 Place at which register is kept
134 Defence to prosecution
135 Production of register
136 Extract of register
Division 2 — Disclosure by Substantial Shareholders
137 Duty of substantial shareholders to notify securities exchange
Part VIII SECURITIES INDUSTRY COUNCIL AND TAKE-OVER OFFERS
138 Securities Industry Council
139 Take-over Code
140 Offences relating to take-over offers
Part IX SUPERVISION AND INVESTIGATION
Division 1 — Supervisory Powers of Authority
Subdivision 1 Powers of Authority to require disclosure of information about securities and futures contracts
141 Interpretation of this Subdivision
142 Acquisition and disposal of securities or futures contracts, etc.
143 Exercise of certain powers in relation to securities
144 Exercise of certain powers in relation to futures contracts
145 Self-incrimination
146 Savings for advocates and solicitors
147 Immunities
148 Offences
149 Copies of or extracts from documents to be admitted in evidence
Subdivision 2 Inspection Powers of Authority
150 Inspection by Authority
Division 2 — Power of Minister to appoint inspector for investigating dealings in securities, etc.
151 Power of Minister to appoint inspectors
Division 3 — Investigative Powers of Authority
Subdivision 1 General
152 Investigation by Authority
153 Self-incrimination and savings for advocates and solicitors
Subdivision 2 Examination of persons
154 Requirement to appear for examination
155 Proceedings at examination
156 Requirements made of examinee
157 Examination to take place in private
158 Record of examination
159 Giving copies of record to other persons
160 Copies given subject to conditions
161 Record to accompany report
162 Offences under this Subdivision
Subdivision 3 Powers to obtain information
163 Power of Authority to order production of books
164 Application for warrant to seize books not produced
165 Powers where books are produced or seized
166 Powers where books not produced
167 Copies or extracts of books to be admitted in evidence
168 Offences under this Part
Part X ASSISTANCE TO FOREIGN REGULATORY AUTHORITIES
169 Interpretation of this Part
170 Conditions for provision of assistance
171 Other factors to consider for provision of assistance
172 Assistance that may be rendered
173 Offences under this Part
174 Immunities
Part XI INVESTOR COMPENSATION SCHEME
175 Interpretation of this Part
176 Establishment of fidelity fund
177 Moneys constituting fidelity fund
178 Fund to be kept in separate bank account
179 Payments out of fidelity fund
180 Accounts of fund
181 Fidelity fund to consist of amount of $20 million, etc.
182 Provisions if fund is reduced below minimum amount
183 Levy to meet liabilities
184 Power of securities exchange or futures exchange to make advances to fund
185 Investment of fund
186 Application of fund
187 Claims against fund
188 Notice calling for claims against fund
189 Power of securities exchange or futures exchange to settle claims
190 Power of securities exchange or futures exchange to require production of evidence
191 Subrogation of securities exchange or futures exchange to rights, etc., of claimant upon payment from fund
192 Payment of claims only from fund
193 Provision where fund insufficient to meet claims or where claims exceed total amount payable
194 Power of securities exchange or futures exchange to enter into contracts of insurance
195 Application of insurance moneys
Division 1 — Prohibited Conduct — Securities
196 Application of this Division
197 False trading and market rigging transactions
198 Securities market manipulation
199 False or misleading statements, etc.
200 Fraudulently inducing persons to deal in securities
201 Employment of manipulative and deceptive devices
202 Dissemination of information about illegal transactions
203 Continuous disclosure
204 Penalties under this Division
Division 2 — Prohibited Conduct — Futures Contracts, Leveraged Foreign Exchange Trading
205 Application of this Division
206 False trading
207 Bucketing
208 Manipulation of price of futures contract and cornering
209 Fraudulently inducing persons to trade in futures contracts
210 Employment of fraudulent or deceptive devices, etc.
211 Dissemination of information about illegal transactions
212 Penalties under this Division
Division 3 — Insider Trading
213 Application of this Division
214 Interpretation of this Division
215 Information generally available
216 Material effect on price or value of securities
217 Trading and procuring trading in securities
218 Prohibited conduct by connected person in possession of inside information
219 Prohibited conduct by other persons in possession of inside information
220 Not necessary to prove intention to use
221 Penalties under this Division
222 Exception for withdrawal from registered scheme
223 Exception for underwriters
224 Exception for purchase pursuant to legal requirement
225 Exception for information communicated pursuant to legal requirement
226 Attribution of knowledge within corporations
227 Attribution of knowledge within partnerships, etc.
228 Exception for knowledge of person’s own intentions or activities
229 Exception for corporations and its officers, etc.
230 Unsolicited transactions by holder of capital markets services licence and representatives
231 Parity of information defences
Division 4 — Civil Liability
232 Civil penalty
233 Action under section 232 not to commence, etc., in certain situations
234 Civil liability
235 Action under section 234 not to commence, etc., in certain situations
236 Civil liability in event of conviction, etc.
237 Jurisdiction of District Court
238 Rules of Court
Part XIII OFFERS OF INVESTMENTS
Division 1 — Shares and Debentures
Subdivision 1 Interpretation
239 Preliminary provisions
Subdivision 2 Prospectus Requirements
240 Requirement for prospectus and profile statement, where relevant
241 Lodging supplementary document or replacement document
242 Stop order for prospectus and profile statement
243 Contents of prospectus
244 Invitation to public to lend money to or to deposit money with corporation
245 Retention of over-subscriptions and statement of asset-backing in debenture issues
246 Contents of profile statement
247 Exemption from requirements as to form or content of prospectus or profile statement
248 Exemption for certain governmental and international corporations as regards signing of copy of prospectus or profile statement by all directors
249 Expert’s consent to issue of prospectus containing statement by him
250 Duration of validity of prospectus
251 Restrictions on advertisements, etc.
252 Persons liable on prospectus or profile statement to inform person making offer or invitation about certain deficiencies
253 Criminal liability for false or misleading statements
254 Civil liability for false or misleading statements
255 Defences
256 Abridged prospectus for renounceable rights issues
257 Document containing offer of shares or debentures for sale deemed prospectus
258 Application and moneys to be held by company in trust in separate bank account until allotment
259 Allotment of shares and debentures where prospectus indicates application to list on securities exchange
260 Prohibition of allotment unless minimum subscription received
Subdivision 3 Debentures
261 Preliminary provisions
262 Qualifications of trustee for debenture holders
263 Retirement of trustees
264 Contents of trust deed
265 Power of court in relation to certain irredeemable debentures
266 Duties of trustees
267 Powers of trustee to apply to court for directions, etc.
268 Obligations of borrowing corporation
269 Obligation of guarantor corporation to furnish information
270 Loans and deposits to be immediately repayable on certain events
271 Liability of trustees for debenture holders
Subdivision 4 Exemptions
272 Interpretation of this Subdivision
273 Offer or invitation made under certain circumstances
274 Offer or invitation made to certain institutions or persons
275 Offer or invitation made to sophisticated investors
276 Circumstances in which a prospectus is not required on first sale of shares or debentures acquired under exemptions in section 274 or 275
277 Securities exchange offer or invitation
278 Offer or invitation in respect of international debentures
279 Offer or invitation in respect of debentures made by Government or international financial institutions
280 Reporting requirements
281 Revocation of exemption
282 Transactions under exempted offers or invitations subject to Division 2 of Part XII of the Companies Act and Part XII of this Act
Division 2 — Collective Investment Schemes
Subdivision 1 Interpretation
283 Interpretation of this Division
284 Code on Collective Investment Schemes
Subdivision 2 Authorisation and Recognition
285 Offers to public
286 Authorised schemes
287 Recognised schemes
288 Revocation, suspension or withdrawal of authorisation or recognition
289 Approval of trustees
290 Inspection of approved trustees
291 Duty of trustees to furnish Authority with such return and information as Authority requires
292 Liability of trustees
293 Authority may issue directions
294 Service
295 Winding up
Subdivision 3 Prospectus Requirements
296 Requirement for prospectus and profile statement, where relevant
297 Stop order for prospectus and profile statement
298 Lodging supplementary document or replacement document
299 Duration of validity of prospectus
300 Restrictions on advertisements, etc.
301 Issue of units where prospectus indicates application to list on securities exchange
302 Applicability of provisions relating to shares
Subdivision 4 Exemptions
303 Offer or invitation made under certain circumstances
304 Offer or invitation made to certain institutions or persons
305 Offer or invitation made to sophisticated investors
306 Power of Authority to exempt
307 Revocation of exemption
308 Transactions under exempted offers or invitations subject to Division 2 of Part XII of Companies Act and Part XII of this Act
Division 3 — Securities Hawking
309 Securities hawking prohibited
310 Appeals to Minister
311 Appeal Advisory Committees
312 Disclosure of information
313 Regulations for the purpose of this Part
314 Prohibition of use of certain titles
315 Secrecy
316 Opportunity to be heard
317 Records
318 Size, durability and legibility of records delivered to Authority
319 Supply of magnetic tapes — exclusion of liability for errors or omissions
320 Appointment of assistants
321 Codes, guidelines, etc., by Authority
322 Power of Authority to publish information
323 Immunity of Authority and its employees, etc.
324 Power of court to prohibit payment or transfer of moneys, securities, etc.
325 Power of court to make certain orders
326 Injunctions
327 Criminal jurisdiction of District Court
328 Falsification of records by officer, employee or agent of relevant person
329 Duty not to furnish false information to Authority
330 Duty not to furnish false statements to securities exchange, futures exchange, clearing house and Securities Industry Council
331 Corporate offenders and unincorporated associations
332 Offences by officers
333 Penalties for corporations
334 Power of Authority to reprimand for misconduct
335 General penalty
336 Proceedings with consent of Attorney-General and power to compound offences
337 Exemption
338 Power to make regulations giving effect to treaty, etc., relating to securities or futures
339 Extra-territoriality of Act
340 Amendment of Schedules
341 Regulations
342 Consequential amendments to other written laws
343 Transitional provisions
SECOND SCHEDULE Regulated Activities