PART I | 1. This Act may be cited as the Securities and Futures Act. |
2.—(1) In this Act, unless the context otherwise requires —| “advising on corporate finance” has the meaning given to it in the Second Schedule; |
| “advocate and solicitor” means an advocate and solicitor of the Supreme Court or a foreign lawyer as defined in section 2(1) of the Legal Profession Act (Cap. 161); [Act 34 of 2012 wef 18/03/2013] |
| “appointed representative”, in respect of a type of regulated activity, has the meaning given to that expression in section 99D, and “appointed representative” means an appointed representative in respect of any type of regulated activity; [2/2009 wef 26/11/2010] |
| “approved clearing house” means a corporation that is approved by the Authority under section 51(1)(a) as an approved clearing house; [Act 34 of 2012 wef 01/08/2013] |
| “approved exchange” means a corporation that is approved by the Authority under section 8(1) as an approved exchange; |
| “approved holding company” means a corporation that is approved by the Authority under section 81W as an approved holding company; |
“auditor” means a public accountant who is registered or deemed to be registered under the Accountants Act (Cap. 2) and, in Divisions 1 and 1A of Part XIII, when used in relation to an entity not being a company, includes —| (a) | 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 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 |
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| | (b) | such other person as may be approved by the Authority in any particular case to be an auditor for such entity; |
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| “Authority” means the Monetary Authority of Singapore established under the Monetary Authority of Singapore Act (Cap. 186); |
| “book” includes any record, register, document or other record of information, and any account or accounting record, however compiled, recorded or stored, whether in written or printed form or on microfilm or in any other electronic form or otherwise; |
“business rules”, in relation to an approved holding company, a securities exchange, a futures 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, securities exchange, futures 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, securities exchange, futures exchange, recognised market operator, licensed trade repository, licensed foreign trade repository, approved clearing house or recognised clearing house or are contained in its constituent documents; but does not include the listing rules of a securities exchange or recognised market operator (which is an overseas securities exchange); |
[Act 34 of 2012 wef 01/08/2013] |
| “business trust” has the same meaning as in section 2 of the Business Trusts Act (Cap. 31A); |
| “capital markets products” means any securities, futures contracts, contracts or arrangements for the purposes of foreign exchange trading, contracts or arrangements for the purposes of leveraged foreign exchange trading, and such other products as the Authority may prescribe as capital markets products; |
| “capital markets services licence” means a licence that is granted by the Authority under section 86 to a person to carry on a business in any regulated activity; |
| “chairman” means a chairman of a board of directors; |
“chief executive officer” —| (a) | in relation to an approved exchange, a recognised market operator, a licensed trade repository, a licensed foreign trade repository, an approved clearing house, a recognised clearing house, an approved holding company or the holder of a capital markets services licence, means any person, by whatever name called, who is —| (i) | in the direct employment of, or acting for or by arrangement with, the approved exchange, recognised market operator, licensed trade repository, licensed foreign trade repository, approved clearing house, recognised clearing house, approved holding company or holder of a capital markets services licence, as the case may be; and | | (ii) | principally responsible for the management and conduct of the business of the approved exchange, recognised market operator, licensed trade repository, licensed foreign trade repository, approved clearing house, recognised clearing house, approved holding company or holder of a capital markets services licence, as the case may be, in Singapore; or [Act 34 of 2012 wef 01/08/2013] |
| | (b) | in relation to a corporation (other than one referred to in paragraph (a)), means any person, by whatever name called, who is in the direct employment of, or acting for or by arrangement with, the corporation, and who is principally responsible for the management and conduct of the business of the corporation; [2/2009 wef 29/07/2009] |
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| “clearing facility” has the meaning given to it in Part II of the First Schedule; |
| “clearing or settlement” has the meaning given to it in Part II of the First Schedule; |
“closed-end fund” means an arrangement referred to in paragraph (a) or (b) of the definition of “collective investment scheme” under which units that are issued are exclusively or primarily non-redeemable at the election of the holders of units, but does not include —| (a) | an arrangement referred to 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 a securities exchange; 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 published in the Gazette, to be an arrangement that is not a closed-end fund, or a class or description of arrangements that are not closed-end funds, as the case may be; [Act 34 of 2012 wef 18/03/2013] |
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| “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 —| (A) | the participants do not have day-to-day control over the management of the property, whether or not they have the right to be consulted or to give directions in respect of such management; and | | (B) | the property is managed as a whole by or on behalf of a manager; |
| | (ii) | under which the contributions of the participants and the profits or income from which payments are to be made to them are pooled; and | | (iii) | the purpose or effect, or purported purpose or effect, of which is to enable the participants (whether by acquiring any right, interest, title or benefit in the property or any part of the property or otherwise) —| (A) | to participate in or receive profits, income, or other payments or returns arising from the acquisition, holding, management or disposal of, the exercise of, the redemption of, or the expiry of, any right, interest, title or benefit in the property or any part of the property; or | | (B) | to receive sums paid out of such profits, income, or other payments or returns; or |
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| | (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 published in the Gazette, |
| (i) | an arrangement operated by a person otherwise than by way of business; | | (ii) | 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; | | (iii) | an arrangement under which each of the participants is a related corporation of the manager; | | (iv) | an arrangement made by or on behalf of an entity solely for the benefit of persons, each of whom is —| (A) | 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 | | (B) | a spouse, widow or widower, or a child, adopted child or step-child below the age of 18 years, of such director or equivalent person, former director or equivalent person, employee or former employee; |
| | (iva) | an arrangement made by or on behalf of 2 or more entities solely for the benefit of persons, each of whom is —| (A) | 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 | | (B) | a spouse, widow or widower, or a child, adopted child or step-child below the age of 18 years, of such director or equivalent person, former director or equivalent person, employee or former employee; |
| | (v) | a franchise; | | (vi) | an arrangement under which money received by an advocate and solicitor from his client, whether as a stakeholder or otherwise, acting in his professional capacity in the ordinary course of his practice, or under which money is received by a statutory body as a stakeholder in the carrying out of its statutory functions; | | (vii) | an arrangement made by any co-operative society registered under the Co-operative Societies Act (Cap. 62) in accordance with the objects thereof solely for the benefit of its members; | | (viii) | an arrangement made for the purposes of any chit fund permitted to operate under the Chit Funds Act (Cap. 39); | | (ix) | an arrangement arising out of a life policy within the meaning of the Insurance Act (Cap. 142); | | (x) | a closed-end fund constituted either as an entity or a trust; | | (xi) | [Deleted by Act 31/2004] | | (xii) | an arrangement which is an arrangement, or is of a class or description of arrangements, specified by the Authority as not constituting a collective investment scheme by notice published in the Gazette; |
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| “commodity” means gold or any produce, item, goods, article or financial instrument, and includes an index, right or interest in such commodity other than a financial instrument; and such other index, right or interest of any nature as the Authority may, by notification in the Gazette, prescribe to be a commodity; [Act 34 of 2012 wef 01/08/2013] [35/2007 wef 27/02/2008] |
| “company” has the same meaning as in section 4(1) of the Companies Act (Cap. 50); |
“connected person”, in relation to —| (a) | an individual, means —| (i) | the individual’s spouse, son, adopted son, step-son, daughter, adopted daughter, step-daughter, father, step-father, mother, step-mother, brother, step-brother, sister or step-sister; and | | (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 first-mentioned firm, limited liability partnership or corporation has control of not less than 20% of the voting power in that other firm, limited liability partnership or corporation, |
| and a reference in this Act to a person connected to another person shall be construed accordingly; |
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| “corporation” has the same meaning as in section 4(1) of the Companies Act (Cap. 50); |
“customer” means —| (a) | in relation to a holder of a capital markets services licence —| (i) | for the purposes of Parts IV, VI, VII and XV, a person on whose behalf the holder carries on or will carry on any regulated activity; or | | (ii) | for the purposes of Part V, a person on whose behalf the holder carries on or will carry on any regulated activity, or any other person with whom the holder, as principal, enters or will enter into transactions —| (A) | for the sale or purchase of securities; | | (B) | for the sale or purchase of futures contracts; or | | (C) | in connection with leveraged foreign exchange trading, |
| but does not include such person or class of persons as may be prescribed; or |
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| | (b) | for the purposes of Part III and the definition of “user”, a person on whose behalf a member of an approved exchange, an approved clearing house or a recognised clearing house, as the case may be, carries on any activity regulated under this Act, but does not include —| (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; [2/2009 wef 29/03/2010] [Act 34 of 2012 wef 01/08/2013] |
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| “dealing in securities” has the meaning given to it in the Second Schedule; |
“debenture”, except for the purposes of Part XIII, includes any debenture stock, bond, note and any other debt securities issued by a corporation or any other entity, whether constituting a charge or not, on the assets of the issuer but does not include —| (a) | a cheque, letter of credit, order for the payment of money or bill of exchange; or | | (b) | for the purposes of the application of this definition to a provision of this Act in respect of which any regulations made thereunder provide that the word “debenture” does not include a prescribed document or a document included in a prescribed class of documents, that document or a document included in that class of documents, as the case may be; |
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| “defalcation” means misapplication, including misappropriation, of any property; |
| “derivative”, in relation to a unit in a business trust, has the same meaning as in section 2 of the Business Trusts Act (Cap. 31A); |
“derivatives contract” —| (a) | means any of the following (not being any securities or any futures contract):| (i) | a forward contract; | | (ii) | an option contract; | | (iii) | a swap contract; | | (iv) | any contract, arrangement or transaction that is, or that belongs to a class of contracts, arrangements or transactions that is, prescribed by the Authority by regulations made under section 341 for the purposes of this sub-paragraph; but |
| | (b) | does not include any contract, arrangement or transaction that is, or that belongs to a class of contracts, arrangements or transactions that is, prescribed by the Authority by regulations made under section 341 for the purposes of this paragraph; [Act 34 of 2012 wef 01/08/2013] |
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| [Deleted by Act 34 of 2012 wef 01/08/2013] |
| “director” has the same meaning as in section 4(1) of the Companies Act (Cap. 50); |
| “entity” includes a corporation, an unincorporated association, a partnership and the government of any state, but does not include a trust; |
“executive officer”, in relation to an approved exchange, a recognised market operator, a licensed trade repository, a licensed foreign trade repository, an approved clearing house, a recognised clearing house, an approved holding company, the holder of a capital markets services licence, or any other corporation, means any person, by whatever name called, who is —| (a) | in the direct employment of, or acting for or by arrangement with, the approved exchange, recognised market operator, licensed trade repository, licensed foreign trade repository, approved clearing house, recognised clearing house, approved holding company, holder of a capital markets services licence, or other corporation, as the case may be; and | | (b) | concerned with or takes part in the management of the approved exchange, recognised market operator, licensed trade repository, licensed foreign trade repository, approved clearing house, recognised clearing house, approved holding company, holder of a capital markets services licence, or other corporation, as the case may be, on a day-to-day basis; [Act 10 of 2013 wef 18/04/2013] |
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“exempt market operator” means —| (a) | a corporation that is exempted under section 14(2); | | (b) | a corporation declared under section 14(8) to be an exempt market operator; or | | (c) | a corporation operating a market included in a class of markets in relation to which a declaration under section 14(9) is in force; |
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| “exempt person” means a person who is exempted under section 99; |
| “financial instrument” includes any currency, currency index, interest rate, interest rate instrument, interest rate index, share, share index, stock, stock index, debenture, bond index, a group or groups of such financial instruments, and any other thing that is prescribed by the Authority by regulations made under section 341 for the purposes of this definition; [Act 34 of 2012 wef 01/08/2013] |
| “financial year” has the same meaning as in section 4(1) of the Companies Act (Cap. 50); |
| “firm” has the same meaning as in section 2(1) of the Business Registration Act (Cap. 32); |
| “foreign company” has the same meaning as in section 4(1) of the Companies Act; |
| “foreign exchange trading” has the meaning given to it in the Second Schedule; |
“forward contract” —| (a) | means a contract under which one party agrees to transfer title to a specified underlying thing, or a specified quantity of a specified underlying thing, to another party at a specified future time and at a specified price payable at that time, whether or not there is any intention —| (i) | to effect an actual delivery of the underlying thing; | | (ii) | to effect a settlement of any difference in the price or value of the underlying thing or, if the contract relates to 2 or more underlying things, of any difference in the price of one or more of the underlying things; or | | (iii) | to effect a settlement determined with reference to the underlying thing or, if the contract relates to 2 or more underlying things, determined with reference to one or more of the underlying things; but |
| | (b) | does not include a futures contract; [Act 34 of 2012 wef 01/08/2013] |
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“franchise” means a written agreement or arrangement between 2 or more persons by which —| (a) | a party (referred to in this definition as the franchisor) to the agreement or arrangement authorises or permits another party (referred to in this definition as the franchisee), or a person associated with the franchisee, to exercise the right to engage in the business of offering, selling or distributing goods or services in Singapore under a plan or system controlled by the franchisor or a person associated with the franchisor; | | (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; |
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| “fund management” has the meaning given to it in the Second Schedule; |
“futures contract” means —| (a) | for the purposes of Part I of the First Schedule —| (i) | a contract the effect of which is that —| (A) | one party agrees to deliver a specified commodity, or a specified quantity of a specified commodity, to another party at a specified future time and at a specified price payable at that time; or | | (B) | the parties will discharge their obligations under the contract by settling the difference between the value of a specified quantity of a specified commodity agreed at the time of the making of the contract and at a specified future time, |
| and includes a futures option transaction, but does not include such contract or class of contracts as the Authority may prescribe; or |
[2/2009 wef 20/04/2009] | | (ii) | such other contract or class of contracts as the Authority may prescribe; |
| | (b) | for the purposes of any other provision in this Act —| (i) | a contract the effect of which is that —| (A) | one party agrees to deliver a specified commodity, or a specified quantity of a specified commodity, to another party at a specified future time and at a specified price payable at that time pursuant to the terms and conditions set out in the business rules of a futures market or pursuant to the business practices of a futures market; or | | (B) | the parties will discharge their obligations under the contract by settling the difference between the value of a specified quantity of a specified commodity agreed at the time of the making of the contract and at a specified future time, such difference being determined in accordance with the business rules or practices of the futures market at which the contract is made, |
| and includes a futures option transaction, but does not include such contract or class of contracts as the Authority may prescribe; or |
[2/2009 wef 20/04/2009] | | (ii) | such other contract or class of contracts as the Authority may prescribe; |
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| “futures exchange” means an approved exchange in respect of the operation of its futures market; |
| “futures market” has the meaning given to it in Part I of the First Schedule; |
| “futures option transaction” means an option on a specified futures contract which is transacted in accordance with the business rules or practices of a futures exchange, recognised market operator or futures market on which the transaction is made; |
| “holding company” has the same meaning as in section 5(4) of the Companies Act (Cap. 50); |
| “leveraged foreign exchange trading” has the meaning given to it in the Second Schedule; |
| [Deleted by Act 2/2009 wef 26/11/2010] |
| “licensed foreign trade repository” means a corporation that has in force a foreign trade repository licence granted by the Authority under section 46E(2); [Act 34 of 2012 wef 01/08/2013] |
| [Deleted by Act 2/2009 wef 26/11/2010] |
| “licensed trade repository” means a corporation that has in force a trade repository licence granted by the Authority under section 46E(1); [Act 34 of 2012 wef 01/08/2013] |
| “limited liability partnership” has the same meaning as in section 2(1) of the Limited Liability Partnerships Act 2005 (Act 5 of 2005); |
“listing rules”, in relation to a corporation that establishes or operates, or proposes to establish or operate, a securities market of a securities exchange or a recognised market operator, or an overseas securities exchange that establishes or operates or proposes to establish or operate a securities market of a recognised market operator, means rules governing or relating to —| (a) | the admission to the official list of the corporation or overseas securities exchange, of corporations, governments, bodies unincorporate or other persons for the purpose of the quotation on the securities market of the corporation or overseas securities exchange of securities issued, or made available by such corporations, governments, bodies unincorporate or other persons, or the removal from that official list and for other purposes; or | | (b) | the activities or conduct of corporations, governments, bodies unincorporate and other persons who are admitted to that list, |
| whether those rules are made — |
| (i) | by the corporation or overseas securities exchange or are contained in any of the constituent documents of the corporation or overseas securities exchange; or | | (ii) | by another person and adopted by the corporation or overseas securities exchange; |
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| “manager”, in relation to a collective investment scheme, means a person, by whatever name called, who is responsible for managing the property of, or operating, the collective investment scheme; |
| “market” has the meaning given to it in Part I of the First Schedule; |
| “member”, in relation to an approved exchange, a recognised market operator, an approved clearing house or a recognised clearing house, means a person who holds membership of any class or description in the approved exchange, recognised market operator, approved clearing house or recognised clearing house, whether or not he holds any share in the share capital of the approved exchange, recognised market operator, approved clearing house or recognised clearing house, as the case may be; [Act 34 of 2012 wef 01/08/2013] |
| “newspaper” has the same meaning as in section 2 of the Newspaper and Printing Presses Act (Cap. 206); |
| “officer” has the same meaning as in section 4(1) of the Companies Act (Cap. 50); |
“option contract” —| (a) | means a contract providing for an option to acquire or dispose of a specified underlying thing, or a specified quantity of a specified underlying thing, whether or not there is any intention —| (i) | to effect an actual delivery of the underlying thing; | | (ii) | to effect a settlement of any difference in the price or value of the underlying thing or, if the contract relates to 2 or more underlying things, of any difference in the price or value of one or more of the underlying things; or | | (iii) | to effect a settlement determined with reference to the underlying thing or, if the contract relates to 2 or more underlying things, determined with reference to one or more of the underlying things; but |
| | (b) | does not include any securities; [Act 34 of 2012 wef 01/08/2013] |
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| “overseas futures exchange” means a person operating a futures market outside Singapore which is regulated by a financial services regulatory authority of a country or territory other than Singapore; |
| “overseas securities exchange” means a person operating a securities market outside Singapore which is regulated by a financial services regulatory authority of a country or territory other than Singapore; |
“participant” means —| (a) | for the purposes of Part II, a person who may participate in one or more of the services provided by an approved exchange, a recognised market operator or an exempt market operator, in its capacity as an approved exchange, a recognised market operator or an exempt market operator, as the case may be; [Act 34 of 2012 wef 01/08/2013] | | (aa) | for the purposes of Part IIA, a person who may participate in one or more of the services provided by a licensed trade repository or licensed foreign trade repository, in its capacity as a licensed trade repository or licensed foreign trade repository, as the case may be; [Act 34 of 2012 wef 01/08/2013] | | (b) | for the purposes of Part III, a person who, under the business rules of an approved clearing house or a recognised clearing house, may participate in one or more of the services provided by the approved clearing house or recognised clearing house, in its capacity as an approved clearing house or a recognised clearing house, as the case may be; or [Act 34 of 2012 wef 01/08/2013] | | (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; |
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| “partner” and “manager”, in relation to a limited liability partnership, have the respective meanings assigned to them in section 2(1) of the Limited Liability Partnerships Act 2005 (Act 5 of 2005); |
“prescribed written law” means this Act or any of the following written laws:| (a) | Banking Act (Cap. 19); | | (b) | Finance Companies Act (Cap. 108); | | (c) | Financial Advisers Act (Cap. 110); | | (d) | Insurance Act (Cap. 142); | | (e) | Monetary Authority of Singapore Act (Cap. 186); | | (f) | Money-changing and Remittance Businesses Act (Cap. 187); or | | (g) | such other written law as the Authority may by order prescribe; |
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| “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; [Act 34 of 2012 wef 18/03/2013] |
| “providing credit rating services” has the meaning given to it in the Second Schedule; [S 20/2012 wef 17/01/2012] |
| “providing custodial services for securities” has the meaning given to it in the Second Schedule; |
| “provisional representative”, in respect of a type of regulated activity, has the meaning given to that expression in section 99E, and “provisional representative” means a provisional representative in respect of any type of regulated activity; [2/2009 wef 26/11/2010] |
| “public company” has the same meaning as in section 4(1) of the Companies Act (Cap. 50); |
| “public register of representatives” means the register of that name under section 99C(3); [2/2009 wef 26/11/2010] |
| “quote”, in relation to securities and a securities market of an approved exchange or of a recognised market operator, means to display or provide, on the securities market of the approved exchange or recognised market operator, information concerning the particular prices or particular consideration at which offers or invitations to sell, purchase or exchange issued or prescribed securities are made on that securities market, being offers or invitations that are intended or may reasonably be expected, to result, directly or indirectly, in the making or acceptance of offers to sell, purchase or exchange issued or prescribed securities; |
| “real estate investment trust management” has the meaning given to it in the Second Schedule; [S 376/2008 wef 01/08/2008] |
| “recognised business trust” means a business trust that is recognised by the Authority under section 282TA(1); [2/2009 wef 01/10/2012] |
| “recognised clearing house” mean a corporation that is recognised by the Authority under section 51(1)(b) or (2) as a recognised clearing house; [Act 34 of 2012 wef 01/08/2013] |
| “recognised market operator” means a corporation that is recognised by the Authority under section 8(2) as a recognised market operator; |
| “record” means information that is inscribed, stored or otherwise fixed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form; |
| “registered business trust” has the same meaning as in section 2 of the Business Trusts Act (Cap. 31A); |
| “regulated activity” means an activity specified in the Second Schedule; |
| “related corporation” has the same meaning as in section 4(1) of the Companies Act; |
| “representative”, except for the purposes of Part XIII, means a person, by whatever name called, in the direct employment of, or acting for, or by arrangement with, a person who carries on business in any regulated activity, who carries out for that person any such activity (other than work ordinarily performed by accountants, clerks or cashiers), whether or not he is remunerated, and whether his remuneration, if any, is by way of salary, wages, commission or otherwise; and includes any officer of a corporation who performs for the corporation any such activity whether or not he is remunerated, and whether his remuneration, if any, is by way of salary, wages, commission or otherwise; |
| [Deleted by Act 2/2009 wef 26/11/2010] |
“responsible person”, in relation to a collective investment scheme, means —| (a) | in the case of a scheme which is constituted as a corporation, the corporation; or | | (b) | in the case of a scheme which is not constituted as a corporation, the manager for the scheme; |
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“securities” means —| (a) | debentures or stocks issued or proposed to be issued by a government; | | (b) | debentures, stocks or shares issued or proposed to be issued by a corporation or body unincorporate; | | (c) | any right, option or derivative in respect of any such debentures, stocks or shares; | | (d) | any right under a contract for differences or under any other contract the purpose or pretended purpose of which is to secure a profit or avoid a loss by reference to fluctuations in —| (i) | the value or price of any such debentures, stocks or shares; | | (ii) | the value or price of any group of any such debentures, stocks or shares; or | | (iii) | an index of any such debentures, stocks or shares; |
| | (e) | any unit in a collective investment scheme; | | (f) | any unit in a business trust; | | (g) | any derivative of a unit in a business trust; or | | (h) | such other product or class of products as the Authority may prescribe, [2/2009 wef 20/04/2009] |
| (i) | futures contracts which are traded on a futures market; | | (ii) | bills of exchange; | | (iii) | promissory notes; | | (iv) | certificates of deposit issued by a bank or finance company whether situated in Singapore or elsewhere; or | | (v) | such other product or class of products as the Authority may prescribe as not being securities; [2/2009 wef 20/04/2009] |
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| “securities exchange” means an approved exchange in respect of the operation of its securities market; |
| “securities financing” has the meaning given to it in the Second Schedule; |
| “Securities Industry Council” means the Securities Industry Council referred to in section 138; |
| “securities market” has the meaning given to it in Part I of the First Schedule; |
| “share” has the same meaning as in section 4(1) of the Companies Act (Cap. 50); |
| “subsidiary” has the same meaning as in section 5 of the Companies Act; |
“substantial unitholder” —| (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; [2/2009 wef 19/11/2012] |
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“swap contract” —| (a) | means a contract for differences, or a contract the purpose or purported purpose of which is to secure a profit or avoid a loss by reference to fluctuations in —| (i) | the value or price of one or more underlying things; | | (ii) | the value or price of any group of underlying things; or | | (iii) | an index of one or more underlying things; but |
| | (b) | does not include any securities; [Act 34 of 2012 wef 01/08/2013] |
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| “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 a securities 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 a securities 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 a securities 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 [2/2009 wef 29/07/2009] |
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| | (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 (Cap. 50); or | | (ii) | in the case of a corporation all or any of the shares of which are listed for quotation on a securities exchange, complies with the laws, codes and other requirements (whether or not having the force of law) relating to take-overs, compromises and arrangements of the country or territory in which that corporation was incorporated, |
| and which, if executed, would result in a change in effective control of the public company or corporation within the meaning of the Take-over Code; |
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| “temporary representative”, in respect of a type of regulated activity, has the meaning given to that expression in section 99F, and “temporary representative” means a temporary representative in respect of any type of regulated activity; [2/2009 wef 26/11/2010] |
| “trading in futures contracts” has the meaning given to it in the Second Schedule; |
“transaction information” means information relating to —| (a) | offers or invitations to enter into, purchase, sell, or exchange securities, futures contracts or derivatives contracts; | | (b) | executed transactions in securities, futures contracts or derivatives contracts; | | (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; [Act 34 of 2012 wef 01/08/2013] |
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“treasury share” —| (a) | in relation to a company, has the same meaning as in section 4(1) of the Companies Act (Cap. 50); and | | (b) | in relation to a corporation (other than a company), means any share equivalent to a treasury share in a company; [2/2009 wef 19/11/2012] |
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“trustee-manager” —| (a) | in relation to a registered business trust, has the same meaning as in section 2 of the Business Trusts Act (Cap. 31A); | | (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, 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 282TA(1), means the entity proposed to be managing and operating the trust, by whatever name called and whether incorporated or not; [2/2009 wef 19/11/2012] |
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“underlying thing”, in relation to a forward contract, an option contract or a swap contract —| (a) | means —| (i) | a commodity; | | (ii) | the credit of any person; or | | (iii) | any arrangement, event, index, intangible property, tangible property or transaction that is, or that belongs to a class of arrangements, events, indices, intangible properties, tangible properties or transactions that is, prescribed by the Authority by regulations made under section 341 for the purposes of this sub-paragraph; but |
| | (b) | does not include any arrangement, event, index, intangible property, tangible property or transaction that is, or that belongs to a class of arrangements, events, indices, intangible properties, tangible properties or transactions that is, prescribed by the Authority by regulations made under section 341 for the purposes of this paragraph; [Act 34 of 2012 wef 01/08/2013] |
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“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 same meaning as in section 2 of the Business Trusts Act (Cap. 31A); |
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“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; [2/2009 wef 19/11/2012] |
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“user” means —| (a) | in relation to an approved exchange, an approved clearing house or a recognised clearing house, a person who is —| (i) | a member of the approved exchange, approved clearing house or recognised clearing house; or | | (ii) | a customer of a member of the approved exchange, approved clearing house or recognised clearing house; 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; [Act 34 of 2012 wef 01/08/2013] |
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“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; |
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| “voting share” has the same meaning as in section 4(1) of the Companies Act (Cap. 50); |
“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 |
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| | (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 wef 19/11/2012] [16/2003; 5/2004; 31/2004; 1/2005; 5/2005] |
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(2) Any reference in this Act to the affairs of a corporation shall, unless the contrary intention appears, be construed as including a reference to —| (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 the generality of paragraph (a)), matters concerned with the ascertainment of the identity of the persons who are beneficiaries under the trust, their rights under the trust and any payments that they have received, or are entitled to receive, under the terms of the trust; | | (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 arrangement referred to in section 210 of the Companies Act made between the corporation and another person or other persons is being administered; or | | (iv) | the corporation is being wound up, |
| and without limiting the generality of sub-paragraphs (i) to (iv), any conduct of such a receiver or such a receiver and manager, or such a judicial manager, or any person administering such a compromise or arrangement or of any liquidator or 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). |
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| (3) Where the name of a corporation referred to in this Act is changed pursuant to the Companies Act (Cap. 50), the change of name shall not affect the identity of that corporation or the application of the relevant provisions of this Act or any other written law to that corporation. |
(4) For the purposes of this Act, a person has a substantial shareholding in a corporation if —| (a) | he 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 wef 19/11/2012] |
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(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) | he 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 wef 19/11/2012] |
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| (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 wef 19/11/2012] [SIA, s. 2; FTA, s. 2; Companies, s. 4 & s. 107; UK FSMA 2000, s. 235; Aust. Corporations 2001, s. 9] |
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3.—(1) Unless the context otherwise requires, any reference in this Act to a person associated with another person shall be construed as a reference to —| (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, that the first-mentioned person shall not be considered to be so associated in relation to a matter to which the proceedings relate unless the person alleging the association proves that the first-mentioned person at that time knew or ought reasonably to have known the material particulars of that matter. |
(3) A person shall not be taken to be associated with another person by virtue of subsection (1)(b), (c), (e) or (f) by reason only of one or more of the following:| (a) | that one of those persons furnishes advice to, or acts on behalf of, the other person in the proper performance of the functions attaching to his professional capacity or to his business relationship with the other person; | | (b) | that one of those persons, a customer, gives specific instructions to the other, whose ordinary business includes dealing in securities, trading in futures contracts or leveraged foreign exchange trading, 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 the other a take-over offer, or has made, or proposes to make, offers under a take-over announcement, within the meaning of the Take-over Code, in relation to shares held by the other; | | (d) | that one of those persons has appointed the other, otherwise than for valuable consideration given by the other or by an associate of the other, to vote as a proxy or representative at a meeting of members, or of a class of members, of a corporation. |
[SIA, s. 3; Aust. Corporations, s. 12 (2) and s. 16 (1)] |
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4.—(1) Subject to this section, a person has an interest in securities if he has authority (whether formal or informal, or express or implied) to dispose of, or to exercise control over the disposal of, those securities.| (2) For the purposes of subsection (1), it is immaterial that the authority of a person to dispose of, or to exercise control over the disposal of, particular securities is, or is capable of being made, subject to restraint or restriction. |
| (3) Where any property held in trust consists of or includes securities and a person knows, or has reasonable grounds for believing, that he has an interest under the trust, he shall be deemed to have an interest in those securities. |
(4) Where a corporation has, or is by the provisions of this section deemed to have, an interest in a security and —| (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 a person; or | | (b) | a person has a controlling interest in the corporation, |
| that person shall be deemed to have an interest in that security. |
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(5) Where a corporation has, or is by the provisions of this section (apart from this subsection) deemed to have, an interest in a security and —| (a) | a person is; | | (b) | the associates of a person are; or | | (c) | a person and his associates are, |
| entitled to exercise or control the exercise of not less than 20% of the votes attached to the voting shares in the corporation, that person shall be deemed to have an interest in that security. |
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(6) For the purposes of subsection (5), a person is an associate of another person if the first-mentioned person is —| (a) | a related corporation of the second-mentioned person; | | (b) | a person in accordance with whose directions, instructions or wishes that the second-mentioned person is accustomed or is under an obligation, whether formal or informal, to act in relation to the security referred to in subsection (4); | | (c) | 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 the second-mentioned person in relation to that security; | | (d) | a corporation which is, or 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 the second-mentioned person in relation to that security; or | | (e) | a corporation in accordance with the directions, instructions or wishes of which, or of the directors of which, the second-mentioned person is accustomed or under an obligation, whether formal or informal, to act in relation to that security. |
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(7) A person shall be deemed to have an interest in a security in any one or more of the following circumstances:| (a) | where he has entered into a contract to purchase a security; | | (b) | where he has a right, otherwise than by reason of having an interest under a trust, to have a security transferred to himself or to his order, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; | | (c) | where he has the right to acquire a security or an interest in a security, under an option, whether the right is exercisable presently or in the future and whether on the fulfilment of a condition or not; or | | (d) | where he is entitled, otherwise than by reason of his having been appointed a proxy or representative to vote at a meeting of members of a corporation or of a class of its members, to exercise or control the exercise of a right attached to a security, not being a security of which he is the registered holder. |
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| (8) A person shall be deemed to have an interest in a security if that security is held jointly with another person. |
| (9) For the purpose of determining whether a person has an interest in a security, it is immaterial that the interest cannot be related to a particular security. |
(10) There shall be disregarded —| (a) | an interest in a security if the interest is that of a person who holds the security as bare trustee; | | (b) | an interest in a security if the interest is that of a person whose ordinary business includes the lending of money if he holds the interest only by way of security for the purposes of a transaction entered into in the ordinary course of business in connection with the lending of money; | | (c) | an interest of a person in a security if that interest is an interest held by him by reason of his 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 (Cap. 50); and | | (e) | a prescribed interest in a security being an interest of such person, or of the persons included in such class of persons, as may be prescribed. |
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(11) An interest in a security shall not 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. |
[SIA, s. 4; Companies, s. 7 (4A); HK Securities Ordinance, s. 5] |
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| 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; or | | (B) | 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 shall 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) | a bank that is licensed under the Banking Act (Cap. 19); | | (ii) | a merchant bank that is approved as a financial institution under section 28 of the Monetary Authority of Singapore Act (Cap. 186); | | (iii) | a finance company that is licensed under the Finance Companies Act (Cap. 108); | | (iv) | a company or co-operative society that is licensed under the Insurance Act (Cap. 142) to carry on insurance business in Singapore; [Act 11 of 2013 wef 18/04/2013] | | (v) | a company licensed under the Trust Companies Act 2005 (Act 11 of 2005); | | (vi) | the Government; | | (vii) | a statutory body established under any Act; | | (viii) | a pension fund or collective investment scheme; | | (ix) | the holder of a capital markets services licence for —| (A) | dealing in securities; | | (B) | fund management; | | (C) | providing custodial services for securities; | | (CA) | real estate investment trust management; | | (D) | securities financing; or | | (E) | trading in futures contracts; |
| | (x) | a person (other than an individual) who carries on the business of dealing in bonds with accredited investors or expert investors; | | (xi) | the trustee of such trust as the Authority may prescribe, when acting in that capacity; or | | (xii) | such other person as the Authority may prescribe. [1/2005; 11/2005] |
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| (2) The definitions in subsection (1) may be subject to such modifications as the Authority may prescribe for any specified provision of this Act. [1/2005] |
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4B. This Act does not apply to ––| (a) | a body corporate approved as a commodity market under section 5 of the Commodity Trading Act (Cap. 48A); | | (b) | a body corporate approved as a clearing house under section 9 of that Act; or | | (c) | the holder of a licence issued under that Act when acting lawfully under that Act, |
| but only to the extent that the activities carried out by such person are regulated under that Act. |
[35/2007 wef 27/02/2008] |
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