1 Short title
2 Interpretation
3 Associated person
4 Interest in securities
4A Specific classes of investors
4B Application
5 Objectives of this Part
Division 1 — Establishment of Markets
6 Requirement for approval or recognition
7 Application for approval or recognition
8 Power of Authority to approve exchanges and recognise market operators
9 General criteria to be taken into account by Authority
10 Annual fees payable by approved exchange and recognised market operator
11 Change in status
12 Cancellation of approval or recognition
13 Power of Authority to revoke approval and recognition
14 Power of Authority to exempt corporations from approval or recognition
15 Power of Authority to revoke exemption
Division 2 — Regulation of Approved Exchanges
16 General obligations
17 Obligation to notify Authority of certain matters
18 Obligation to maintain proper records
19 Obligation to submit periodic reports
20 Obligation to assist Authority
21 Obligation to maintain confidentiality
22 Penalties under this Subdivision
23 Business rules and listing rules of approved exchanges
24 Business rules of approved exchanges have effect as contract
25 Power of court to order observance or enforcement of business rules or listing rules
26 Non-compliance with business rules or listing rules not to substantially affect rights of person
27 Control of substantial shareholding in approved exchanges
28 Approval of chairman, chief executive officer, director and key persons
29 Power of Authority to approve instruments, contracts and transactions
30 Listing of approved exchanges on securities market
31 Fixing of position and trading limits in futures contracts
32 Power of Authority in securities market
33 Additional powers of Authority in respect of auditors
34 Emergency powers of Authority
35 Power of Authority to exempt approved exchanges from provisions of this Part
36 Immunity from criminal or civil liability
Division 3 — Regulation of Recognised Market Operators
37 General obligations
38 Obligation to notify Authority of certain matters
39 Obligation to maintain proper records
40 Obligation to submit periodic reports
41 Obligation to assist Authority
42 Power of Authority to approve instruments, contracts and transactions
43 Penalties under this Division
Division 4 — General Powers of Authority
44 Power of Authority to remove officers
45 Power of Authority to make regulations
46 Power of Authority to issue directions
47 Objectives of this Part
48 Interpretation of this Part
Division 1 — Establishment of Clearing Facilities
49 Requirement to notify
50 Provision of information to Authority
51 Notification of change of particulars
52 Obligation to assist Authority
53 Exemption
54 Power to stop commencement or order cessation
Division 2 — Designation of Persons Operating Clearing Facilities
55 Designation of persons operating clearing facilities
56 Prohibition on holding out
57 General criteria to be taken into account by Authority
58 Withdrawal of designation
Division 3 — Regulation of Designated Clearing Houses
59 General obligations
60 Obligation to notify Authority of certain matters
61 Obligation to manage risks prudently
62 Obligation in relation to customers’ money and assets held by designated clearing house
63 Permissible use of customers’ money and assets by designated clearing house
64 Permissible investments of customers’ money and assets by designated clearing house
65 Obligation to maintain proper records
66 Obligation to submit periodic reports
67 Obligation to assist Authority
68 Obligation to maintain confidentiality
69 Annual fees payable by designated clearing house
70 Penalties under this Subdivision
71 Business rules of designated clearing houses
72 Business rules of designated clearing houses have effect as contract
73 Power of court to order observance or enforcement of business rules
74 Non-compliance with business rules not to substantially affect rights of person
75 Control of substantial shareholding in designated clearing houses
76 Approval of chairman, chief executive officer, director and key persons
77 Listing of designated clearing houses on securities market
78 Power to impose conditions or restrictions
79 Power of Authority to issue directions
80 Power to order cessation of designated clearing houses
81 Emergency powers of Authority
81A Power of Authority to remove officers
81B Additional powers of Authority in respect of auditors
81C Power of Authority to exempt designated clearing houses from provisions of this Part
81D Immunity from criminal or civil liability
Division 4 — Insolvency
81E Application of this Division
81F Proceedings of designated clearing house shall take precedence over law of insolvency
81G Supplementary provisions as to default proceedings
81H Duty to report on completion of default proceedings
81I Net sum payable on completion of default proceedings
81J Disclaimer of onerous property, rescission of contracts, etc.
81K Adjustment of prior transactions
81L Right of relevant office holder to recover certain amounts arising from certain transactions
81M Application of market collateral not affected by certain other interest, etc.
81N Enforcement of judgments over property subject to market charge, etc.
81O Law of insolvency in other jurisdictions
81P Participant to be party to certain transactions as principal
81Q Preservation of rights, etc.
81R Immunity from criminal or civil liability
Division 5 — General Powers of Authority
81S Power of Authority to make regulations
Part IIIA APPROVED HOLDING COMPANIES
81T Objectives of this Part
Division 1 — Establishment of Approved Holding Companies
81U Requirement for approval
81V Application for approval
81W Power of Authority to approve holding companies
81X Annual fees payable by approved holding company
81Y Cancellation of approval
81Z Power of Authority to revoke approval
Division 2 — Regulation of Approved Holding Companies
81ZA Obligation to notify Authority of certain matters
81ZB Obligation to submit periodic reports
81ZC Obligation to assist Authority
81ZD Obligation to maintain confidentiality
81ZE Control of substantial shareholding in approved holding companies
81ZF Approval of chairman, chief executive officer, director and key persons
81ZG Listing of approved holding companies on securities market
81ZH Additional powers of Authority in respect of auditors
81ZI Power of Authority to exempt approved holding companies from provisions of this Part
81ZJ Power of Authority to remove officers
81ZK Power of Authority to make regulations
81ZL Power of Authority to issue directions
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
87A Temporary 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
99A Annual fees payable by exempt person and its representative
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
103A Interpretation of this Division
104 Handling of customer assets
104A Non-availability of customer money and other assets for payment of debt
105 Penalties under this Division
Division 3 — Audit
106 Appointment of auditors
107 Lodgment of annual accounts, etc.
108 Reports by auditor to Authority in certain cases
109 Power of Authority to appoint auditor
110 Power of auditors appointed by Authority
111 Offence to destroy, conceal, alter, etc., books
112 Safeguarding of books
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 (Repealed)
120 Disclosure of certain interests in respect of underwriting agreement
121 (Repealed)
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
Division 3 — Disclosure by Substantial Unitholders
137A Duty of substantial unitholders to notify securities exchange
137B Duty of substantial unitholders to notify trustee of collective investment scheme
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
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
152 Investigation by Authority
153 Self-incrimination and savings for advocates and solicitors
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
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 of or extracts from 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
196A Interpretation of this Division
197 False trading and market rigging transactions
198 Securities market manipulation
199 False or misleading statements, etc.
200 Fraudulently inducing persons to deal in securities
201 Employment of manipulative and deceptive devices
202 Dissemination of information about illegal transactions
203 Continuous disclosure
204 Penalties under this Division
Division 2 — Prohibited Conduct — Futures Contracts, Leveraged Foreign Exchange Trading
205 Application of this Division
206 False trading
207 Bucketing
208 Manipulation of price of futures contract and cornering
209 Fraudulently inducing persons to trade in futures contracts
210 Employment of fraudulent or deceptive devices, etc.
211 Dissemination of information about illegal transactions
212 Penalties under this Division
Division 3 — Insider Trading
213 Application of this Division
214 Interpretation of this Division
215 Information generally available
216 Material effect on price or value of securities
217 Trading and procuring trading in securities
218 Prohibited conduct by connected person in possession of inside information
219 Prohibited conduct by other persons in possession of inside information
220 Not necessary to prove intention to use
221 Penalties under this Division
222 Exception for redemption of units in collective investment scheme
223 Exception for underwriters
224 Exception for purchase pursuant to legal requirement
225 Exception for information communicated pursuant to legal requirement
226 Attribution of knowledge within corporations
227 Attribution of knowledge within partnerships and limited liability partnerships
228 Exception for knowledge of person’s own intentions or activities
229 Exception for corporations and its officers, etc.
230 Unsolicited transactions by holder of capital markets services licence and representatives
231 Parity of information defences
Division 4 — Civil Liability
232 Civil penalty
233 Action under section 232 not to commence, etc., in certain situations
234 Civil liability
235 Action under section 234 not to commence, etc., in certain situations
236 Civil liability in event of conviction, etc.
237 Jurisdiction of District Court
238 Rules of Court
Part XIII OFFERS OF INVESTMENTS
Division 1 — Shares and Debentures
239 Preliminary provisions
239A Authority may disapply this Division to certain offers
240 Requirement for prospectus and profile statement, where relevant
240A Debenture issuance programme
241 Lodging supplementary document or replacement document
242 Stop order for prospectus and profile statement
243 Contents of prospectus
244 (Repealed)
245 Retention of over-subscriptions and statement of asset-backing in debenture issues
246 Contents of profile statement
247 Exemption from requirements as to form or content of prospectus or profile statement
248 Exemption for certain governmental and international entities as regards signing of copy of prospectus or profile statement by all directors or equivalent persons
249 Expert’s consent to issue of prospectus or profile statement containing statement by him
249A Consent of issue manager and underwriter to being named in prospectus or profile statement
250 Duration of validity of prospectus and profile statement
251 Restrictions on advertisements, etc.
252 Persons liable on prospectus or profile statement to inform person making offer about certain deficiencies
253 Criminal liability for false or misleading statements
254 Civil liability for false or misleading statements
255 Defences
256 (Repealed)
257 Document containing offer of securities for sale deemed prospectus
258 Application and moneys to be held in trust in separate bank account until allotment
259 Allotment of securities where prospectus indicates application to list on securities exchange
260 Prohibition of allotment unless minimum subscription received
261 Preliminary provisions
262 Offer of asset-backed securities
263 (Repealed)
264 (Repealed)
265 Power of court in relation to certain irredeemable debentures
266 Duties of trustees
267 Powers of trustee to apply to court for directions, etc.
267A Right of Authority, securities exchange and holders of debentures to apply to court for order
268 Obligations of borrowing entity
269 Obligation of guarantor entity to furnish information
270 Loans and deposits to be immediately repayable on certain events
271 Liability of trustees for debenture holders
272 Issue or transfer of securities for no consideration
272A Small offers
272B Private placement
273 Offer made under certain circumstances
274 Offer made to institutional investors
275 Offer made to accredited investors and certain other persons
276 Offer of securities acquired pursuant to section 274 or 275
277 Offer made using offer information statement
278 Offer in respect of international debentures
279 Offer of debentures made by Government or international financial institutions
280 Making offer using automated teller machine or electronic means
281 Revocation of exemption
282 Transactions under exempted offers subject to Division 2 of Part XII of Companies Act and Part XII of this Act
Division 1A — Business Trusts
282A Preliminary provisions
282B Division not to apply to certain business trusts which are collective investment schemes
282C Requirement for prospectus and profile statement, where relevant
282D Lodging supplementary document or replacement document
282E Stop order for prospectus and profile statement
282F Contents of prospectus
282G Contents of profile statement
282H Exemption from requirements as to form or content of prospectus or profile statement
282I Expert’s consent to issue of prospectus or profile statement containing statement by him
282J Consent of issue manager and underwriter to being named in prospectus or profile statement
282K Duration of validity of prospectus and profile statement
282L Restrictions on advertisements, etc.
282M Persons liable on prospectus or profile statement to inform person making offer about certain deficiencies
282N Criminal liability for false or misleading statements
282O Civil liability for false or misleading statements
282P Defences
282Q Document containing offer of units or derivatives of units for sale deemed prospectus
282R Application and moneys to be held in trust in separate bank account until allotment
282S Allotment of units or derivatives of units where prospectus indicates application to list on securities exchange
282T Prohibition of allotment unless minimum subscription received
282U Issue or transfer of units or derivatives of units for no consideration
282V Small offers
282W Private placement
282X Offer made under certain circumstances
282Y Offer made to institutional investors
282Z Offer made to accredited investors and certain other persons
282ZA Offer of securities acquired pursuant to section 282Y or 282Z
282ZB Offer made using offer information statement
282ZC Making offer using automated teller machine or electronic means
282ZD Revocation of exemption
282ZE Transactions under exempted offers subject to Division 2 of Part XII of Companies Act and Part XII of this Act
282ZF Applicability of provisions relating to prospectus requirements
Division 2 — Collective Investment Schemes
283 Interpretation of this Division
283A Use of term "real estate investment trust"
284 Code on Collective Investment Schemes
284A Authority may disapply this Division to certain offers and invitations
284B Division not to apply to certain collective investment schemes which are business trusts
285 Offers of units in collective investment schemes
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
296 Requirement for prospectus and profile statement, where relevant
297 Stop order for prospectus and profile statement
298 Lodging supplementary document or replacement document
299 Duration of validity of prospectus and profile statement
300 Restrictions on advertisements, etc.
301 Issue of units where prospectus indicates application to list on securities exchange
302 Application of provisions relating to securities
302A Issue or transfer for no consideration
302B Small offers
302C Private placement
303 Offer or invitation made under certain circumstances
304 Offer made to institutional investors
304A First sale of units acquired pursuant to section 304
305 Offer made to accredited investors and certain other persons
305A First sale of units acquired pursuant to section 305
305B Offer made using offer information statement
305C Making offer using automated teller machine or electronic means
306 Power of Authority to exempt
307 Revocation of exemption
308 Transactions under exempted offers subject to Division 2 of Part XII of Companies Act and Part XII of this Act
Division 3 — Securities Hawking
309 Securities hawking prohibited
310 Appeals to Minister
311 Appeal Advisory Committees
312 Disclosure of information
313 Regulations for purposes of this Part
314 (Repealed)
315 (Repealed)
316 Opportunity to be heard
317 Records
318 Size, durability and legibility of records delivered to Authority
318A Translation of instruments
319 Supply of magnetic tapes — exclusion of liability for errors or omissions
320 Appointment of assistants
321 Codes, guidelines, etc., by Authority
322 Power of Authority to publish information
323 (Repealed)
324 Power of court to prohibit payment or transfer of moneys, securities, etc.
325 Power of court to make certain orders
326 Injunctions
327 Criminal jurisdiction of District Court
328 Falsification of records by officer, employee or agent of relevant person
329 Duty not to furnish false information to Authority
330 Duty not to furnish false statements to securities exchange, futures exchange, designated 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 Regulations to apply Act to persons and matters previously regulated under Commodity Trading Act
SECOND SCHEDULE Regulated Activities
THIRD SCHEDULE Specified Persons