PART 15 | 314. [Repealed by Act 1 of 2005] |
| 315. [Repealed by Act 1 of 2005] |
| 316. Where this Act provides for a person to be given an opportunity to be heard by the Authority, the Authority may prescribe the manner in which the person must be given an opportunity to be heard. |
| 317.—(1) Without affecting sections 94, 99C, 101A(7) and (8), 123U and 123ZQ, the Authority must keep such records as it considers necessary, in such form as it thinks fit. [2/2009; 34/2012; 4/2017] (2) Any person may, on payment of the prescribed fee —| (a) | inspect any records kept by the Authority under section 94, 99C, 123U or 123ZQ, any records kept or published by the Authority under section 101A(7) and (8) or any prospectus or profile statement lodged with the Authority under Part 13; or | | (b) | require a copy of or extract from any such record to be given or certified by the Authority. [2/2009; 34/2012; 4/2017] |
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| (3) A copy of or extract from any record lodged with or kept by the Authority certified to be a true copy or extract by the Authority is in any proceedings admissible as evidence of equal validity as the original record. |
(4) In any legal proceedings a certificate by the Authority that a requirement of this Act specified in the certificate —| (a) | had or had not been complied with at a date or within a period specified in the certificate; or | | (b) | had been complied with upon a date specified in the certificate but not before that date, |
| is prima facie evidence of the matters specified in the certificate. |
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(5) If the Authority is of the opinion that any record submitted to it —| (a) | contains any matter contrary to law; | | (b) | by reason of any omission or misdescription has not been duly completed; | | (c) | does not comply with the requirements of this Act; or | | (d) | contains any error, alteration or erasure, |
| the Authority may refuse to register or receive the record and request that the record be appropriately amended or completed and resubmitted or that a fresh record be submitted in its place. |
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| (6) Any party that is aggrieved by the refusal of the Authority to register or receive any record under subsection (5) may, within 30 days after it is notified of the decision of the Authority, appeal to the Minister whose decision is final. |
| (7) The Authority may, if it is of the opinion that it is no longer necessary or desirable to retain any record which has been microfilmed or converted to electronic form, destroy such record or otherwise arrange for such record to be disposed of in such manner as the Authority thinks fit. |
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| Size, durability and legibility of records delivered to Authority |
318.—(1) For the purposes of securing that the records provided to or lodged with the Authority under this Act are of a standard size, durable and easily legible, the Authority may prescribe such requirements (whether as to size, weight, quality or colour of paper, size, type or colour of lettering, or otherwise) as it considers appropriate; and different requirements may be so prescribed for different documents or classes of documents.(2) Where the Authority is of the opinion that any record (whether an original or copy thereof) delivered to the Authority does not comply with such requirements prescribed under this section, the Authority may serve on any person by whom under that provision the record was required to be delivered (or if there are 2 or more such persons, may serve on any of them) a notice —| (a) | stating its opinion to that effect; and | | (b) | indicating the requirements so prescribed with which the record has failed to comply. |
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(3) Where the Authority serves a notice under subsection (2) with respect to a record delivered under this Act, then, for the purposes of any provision of this Act which enables a penalty to be imposed in respect of any omission to deliver to the Authority such record (and, in particular, for the purposes of any such provision whereby a penalty may be imposed by reference to each day during which the omission continues) —| (a) | any duty imposed by that provision to deliver the record to the Authority is treated as not having been discharged; but | | (b) | no account is to be taken of any days falling within the period referred to in subsection (4). |
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| (4) The period referred to in subsection (3)(b) is the period beginning on the day on which the record was delivered to the Authority as mentioned in subsection (2) and ending on the 14th day after the date of service of the notice under subsection (2). |
| (5) For the purposes of this section, any reference to delivering a record includes a reference to sending, forwarding, producing, providing, lodging or (in the case of a notice) giving the record. |
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| Translation of instruments |
318A.—(1) Where a person submits or provides to or lodges with the Authority any book, application, return, report, prospectus, statement or other information or document under this Act (other than Subdivision (3) of Division 3 of Part 9) which is not in the English language, the person must, at the same time or at such other time as the Authority may permit, submit or provide or lodge with the Authority (as the case may be) an accurate translation thereof in the English language.| (2) Where a person is required to make available for inspection by the public, or any section thereof, any document, report, or other book under this Act which is not in the English language, the person must, at the same time or at such other time as the Authority may permit, make available for such inspection an accurate translation thereof in the English language. |
(3) Where a person is required to maintain or keep any book under this Act and the book or any part thereof is not maintained or kept in the English language, the person must —| (a) | cause an accurate translation of that book or that part of the book in the English language to be made from time to time at intervals of not more than 7 days; and | | (b) | maintain or keep the translation with the book for so long as the book is required under this Act to be maintained or kept. |
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| (4) Subsections (1), (2) and (3) are subject to any express provision to the contrary in this Act or any regulations made under this Act. |
| (5) Any person who contravenes subsection (1), (2) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000. |
(6) Where a person is charged with an offence under subsection (5), it is a defence for the person to prove that —| (a) | the person had taken all reasonable steps to ensure that the translation that was submitted or provided or lodged with the Authority, made available for inspection, or maintained or kept (as the case may be) was accurate in the circumstances; and | | (b) | the person had believed on reasonable grounds that the translation was accurate. |
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| (7) In subsections (1), (2) and (3), “Act” includes any direction made by the Authority under this Act. |
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| Supply of magnetic tapes — exclusion of liability for errors or omissions |
| 319. Where the Authority provides information, whether in bulk or otherwise, to any person by way of magnetic tapes or by any electronic means, neither the Authority nor any of its officers or authorised agents involved in the provision of such information shall be liable for any loss or damage suffered by that person by reason of any error or omission of whatever nature appearing therein or however caused if made in good faith and in the ordinary course of the discharge of the duties of such officers or authorised agents. |
| Appointment of assistants |
320.—(1) Subject to subsection (1A), the Authority may appoint any person to exercise any of its powers or perform any of its functions or duties under this Act, either generally or in any particular case, except the power to make subsidiary legislation.| (1A) The Authority may, by notification in the Gazette, appoint one or more of its officers to exercise the power to grant an exemption to any person or in respect of any capital markets product, matter or transaction (not being an exemption granted to a class of persons or in respect of a class of capital markets products, matters or transactions) under a provision of this Act specified in the Fourth Schedule, or to revoke any such exemption. |
| (2) Any person appointed by the Authority under subsection (1) is deemed to be a public servant for the purposes of the Penal Code 1871. |
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| Codes, guidelines, etc., by Authority |
321.—(1) The Authority may issue, in such manner as it considers appropriate, such codes, guidelines, policy statements, practice notes and no‑action letters as it considers appropriate for providing guidance —| (a) | in furtherance of its regulatory objectives; | | (b) | in relation to any matter relating to any of the functions of the Authority under any of the provisions of this Act; or | | (c) | in relation to the operation of any of the provisions of this Act. |
| (2) The Authority may publish any such code, guideline, policy statement, practice note or no‑action letter, and in such manner as it thinks fit. |
| (3) The Authority may revoke, vary, revise or amend the whole or any part of any code, guideline, policy statement, practice note or no‑action letter issued under this section in such manner as it thinks fit. |
(4) Where amendments are made under subsection (3) —| (a) | the other provisions of this section apply, with the necessary modifications, to such amendments as they apply to the code, guideline, policy statement, practice note or no‑action letter; and | | (b) | any reference in this Act or any other written law to the code, guideline, policy statement, practice note or no‑action letter however expressed is, unless the context otherwise requires, a reference to the code, guideline, policy statement, practice note or no‑action letter as so amended. |
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| (5) A failure by any person to comply with any of the provisions of a code, guideline, policy statement or practice note issued under this section that applies to the person does not of itself render that person liable to criminal proceedings but any such failure may, in any proceedings whether civil or criminal, be relied upon by any party to the proceedings as tending to establish or to negate any liability which is in question in the proceedings. |
| (6) The issue by the Authority of a no‑action letter does not of itself prevent the institution of any criminal proceedings against any person for a contravention of any provision of this Act. |
(7) Any code, guideline, policy statement or practice note issued under this section —| (a) | may be of general or specific application; and | | (b) | may specify that different provisions thereof apply to different circumstances or provide for different cases or classes of cases. |
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| (8) To avoid doubt, any code, guideline, policy statement, practice note or no‑action letter issued under this section is deemed not to be subsidiary legislation. |
| (9) In this section, a “no‑action” letter means a letter written by the Authority to an applicant for such a letter to the effect that, if the facts are as represented by the applicant, the Authority will not institute proceedings against the applicant in respect of a particular state of affairs or particular conduct. |
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| Power of Authority to publish information |
322.—(1) The Authority may, where it thinks it necessary or expedient in the interests of the public or section of the public or for the protection of investors and in such form or manner as it thinks fit, publish —| (a) | any information relating 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, a holder of a capital markets services licence, an exempt person, a representative, or an approved trustee for a collective investment scheme as defined in section 289; | | (aa) | any information relating to an authorised benchmark administrator, an exempt benchmark administrator, an authorised benchmark submitter, an exempt benchmark submitter or a designated benchmark submitter, a representative of an authorised benchmark administrator, an exempt benchmark administrator, an authorised benchmark submitter, an exempt benchmark submitter or a designated benchmark submitter, or a person from whom any information or expression of opinion used in the determination of a designated benchmark was obtained; or | | (b) | any other information which the Authority has acquired in the exercise of its functions or the performance of its duties under this Act. [2/2009; 34/2012; 4/2017] |
(2) Without limiting subsection (1), the Authority may publish information relating to —| (a) | the lapsing, revocation or suspension of the approval, licence, authorisation or exemption granted, or designation issued, to any person mentioned in subsection (1); | | (b) | the making of a prohibition order against any person referred to in subsection (1); | | (c) | the reprimand of any relevant person under section 334; | | (d) | the removal of an officer of any person referred to in subsection (1); | | (e) | the composition of any offence —| (i) | under this Act committed by any person; or | | (ii) | under any other law (whether of Singapore or any territory or country outside Singapore) involving a person referred to in subsection (1); |
| | (f) | any civil or criminal proceedings brought —| (i) | under this Act against any person and the outcome of such proceedings, including any settlement, whether in or out of court; or | | (ii) | under any other law, whether of Singapore or any territory or country outside Singapore, against any person referred to in subsection (1) and the outcome of such proceedings, including any settlement, whether in or out of court; |
| | (g) | any disciplinary proceedings brought against any person referred to in subsection (1), by the Authority, an approved exchange, a licensed trade repository, a licensed foreign trade repository, an approved clearing house or a recognised clearing house and the outcome of such proceedings; and | | (h) | any other action as may have been taken by the Minister, the Authority, an approved exchange, a licensed trade repository, a licensed foreign trade repository, an approved clearing house or a recognised clearing house against any person referred to in subsection (1). [34/2012; 4/2017] |
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| 323. [Repealed by Act 24 of 2003] |
| Power of court to prohibit payment or transfer of moneys, capital markets products, etc. |
324.—(1) A court may, on an application by the Authority, make one or more of the orders referred to in subsection (1A), where —| (a) | an investigation is being carried out in relation to any act or omission by a person, being an act or omission that constitutes or may constitute a contravention of this Act; | | (b) | a criminal proceeding has been instituted against a person for an offence under this Act; or | | (c) | a civil proceeding has been instituted against a person under this Act, and the court considers it necessary or desirable to do so for the purpose of protecting the interests of any person to whom the person referred to in paragraph (a) or (b) or this paragraph (called in this section the relevant person) is liable or may become liable to pay any moneys, whether in respect of a debt, or by way of penalties, damages or compensation or otherwise, or to account for any capital markets products, or other property. [34/2012; 4/2017] |
(1A) The orders of court that may be made under subsection (1) are as follows:| (a) | an order prohibiting, either absolutely or subject to conditions, a person who is indebted to the relevant person or any person associated with the relevant person from making a payment in total or partial discharge of such debt that is due or accruing due to the relevant person, or to another person at the direction or request of the relevant person; | | (b) | an order prohibiting, either absolutely or subject to conditions, a person holding moneys, capital markets products, or other property, on behalf of the relevant person or on behalf of any person associated with the relevant person, from paying, transferring or otherwise parting with possession of all or any of the moneys, capital markets products, or other property, to the relevant person, or to another person at the direction or request of the relevant person; | | (c) | an order prohibiting, either absolutely or subject to conditions, the taking or sending out of Singapore of moneys of the relevant person or of any person associated with the relevant person; | | (d) | an order prohibiting, either absolutely or subject to conditions, the taking, sending or transfer of capital markets products, or documents of title to capital markets products, or other property of the relevant person or of any person who is associated with the relevant person, from a place or person in Singapore to a place or person outside Singapore (including the transfer of capital markets products from a register in Singapore to a register outside Singapore); | | (e) | an order appointing —| (i) | where the relevant person is an individual, a receiver, having such powers as the court orders, of the property or part of the property of the relevant person; or | | (ii) | where the relevant person is a corporation, a receiver or receiver and manager, having such powers as the court orders, of the property or part of the property of the relevant person; |
| | (f) | where the relevant person is an individual, an order requiring the relevant person to deliver up to the court his or her passport and such other documents as the court thinks fit; | | (g) | where the relevant person is an individual, an order prohibiting the relevant person from leaving Singapore without the consent of the court. [34/2012; 4/2017] |
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| (2) Where an application is made to the court for any order referred to in subsection (1A), the court may, if the court is of the opinion that it is desirable to do so, before considering the application, make any interim order as it thinks fit pending the determination of the application. [34/2012] |
| (3) Where the Authority makes an application to the court for the making of an order or interim order under this section, the court is not to require the Authority or any other person, as a condition of granting the order or interim order, to give any undertaking as to damages. |
| (4) Where the court has made an order or interim order under this section, the court may, on application by the Authority or by any person affected by the order or interim order, rescind or vary the order or interim order. |
| (5) An order or interim order made under this section may be expressed to operate for a period specified in the order or interim order or until the order or interim order is rescinded. |
| (6) Any person who contravenes an order or interim order made by the court under this section that is applicable to the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both. |
| (7) Subsection (6) does not affect the powers of the court in relation to the punishment for contempt of court. |
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| Power of court to make certain orders |
325.—(1) Where —| (a) | on the application of the Authority, it appears to the court that a person —| (i) | has committed an offence under this Act; | | (ii) | has contravened any condition or restriction of a licence, or the business rules of an approved exchange, a licensed trade repository or an approved clearing house, or the listing rules of an approved exchange; or | | (iii) | is about to do an act with respect to dealing in capital markets products, administering a designated benchmark, or providing information in relation to a designated benchmark, that, if done, would be such an offence or contravention; |
| | (b) | on the application of an approved exchange, it appears to the court that a person has contravened the business rules or listing rules of the approved exchange; | | (c) | [Deleted by Act 4 of 2017] | | (d) | on the application of an approved clearing house, it appears to the court that a person has contravened the business rules of the approved clearing house; or | | (e) | on the application of a licensed trade repository, it appears to the court that a person has contravened the business rules of the licensed trade repository, |
| the court may, without affecting any orders it would be entitled to make otherwise than under this section, make any one or more of the orders specified in subsection (1A). |
[34/2012; 4/2017] (1A) The orders that may be made under subsection (1) are —| (a) | in the case of a persistent or continuing breach of this Act, of any condition or restriction of a licence, of any business rule of an approved exchange, a licensed trade repository or an approved clearing house, of any listing rule of an approved exchange, or of any condition or restriction imposed on an authorised benchmark administrator, an authorised benchmark submitter or a designated benchmark submitter, an order restraining a person —| (i) | from carrying on a business of dealing in capital markets products; | | (ii) | from acting as a representative of a person carrying on a business of dealing in capital markets products; | | (iii) | from holding the person out as a person carrying on a business of dealing in capital markets products; | | (iv) | from carrying on a business of administering a designated benchmark; | | (v) | from providing information in relation to a designated benchmark; | | (vi) | from acting as a representative of an authorised benchmark administrator, an authorised benchmark submitter or a designated benchmark submitter; | | (vii) | from holding the person out as a person —| (A) | carrying on a business of administering a designated benchmark; or | | (B) | providing information in relation to a designated benchmark; or |
| | (viii) | from otherwise acting in breach; |
| | (b) | an order restraining a person from acquiring, disposing of or otherwise dealing with any capital markets products that are specified in the order; | | (c) | an order appointing a receiver of the property of the holder of a capital markets services licence to deal in capital markets products or of property that is held by such a holder for or on behalf of another person whether on trust or otherwise; | | (d) | an order declaring a contract relating to any dealing in capital markets products to be void or voidable; | | (e) | for the purpose of securing compliance with any other order under this section, an order directing a person to do or refrain from doing a specified act; | | (f) | an order restraining the exercise of any voting or other rights attached to any capital markets products that are specified in the order; and | | (g) | any ancillary order deemed to be desirable in consequence of the making of any of the above orders. [4/2017] |
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| (2) The court may, before making an order under subsection (1), direct that notice of the application be given to such person as it thinks fit or that notice of the application be published in such manner as it thinks fit, or both. |
(3) A person appointed by order of the court under subsection (1) as a receiver of the property of the holder of a capital markets services licence to deal in capital markets products —| (a) | may require the holder to deliver to the receiver any property of which the person has been appointed receiver or to give to the receiver all information concerning that property that may reasonably be required; | | (b) | may acquire and take possession of any property of which the person has been appointed receiver; | | (c) | may deal with any property that the person has acquired or of which the person has taken possession in any manner in which the holder might lawfully have dealt with the property; and | | (d) | has such other powers in respect of the property as the court may specify in the order. [4/2017] |
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(4) For the purposes of subsections (1), (1A) and (3), “property”, in relation to the holder of a capital markets services licence to deal in capital markets products, includes —| (a) | moneys; | | (b) | capital markets products; | | (c) | documents of title to capital markets products; and | | (d) | other property, |
| entrusted to or received on behalf of any other person by the holder or another person in the course of or in connection with a business of dealing in capital markets products carried on by the holder. |
[4/2017] |
(5) Any person who, without reasonable excuse, contravenes —| (a) | an order made under subsection (1); or | | (b) | a requirement of a receiver appointed by order of the court under subsection (1), |
| shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both. |
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| (6) Subject to subsection (6A), subsection (5) does not affect the powers of the court in relation to the punishment for contempt of court. [4/2017] |
| (6A) Where a person is convicted of an offence under subsection (5) in respect of any contravention of an order made under subsection (1), such contravention is not punishable as a contempt of court. [4/2017] |
| (6B) A person must not be convicted of an offence under subsection (5) in respect of any contravention of an order made under subsection (1) that has been punished as a contempt of court. [4/2017] |
| (7) The court may, on the application of an affected person or of its own motion, rescind, vary or discharge an order made by it under this section or suspend the operation of such an order. |
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326.—(1) Where a person has engaged, is engaging or is likely to engage in any conduct that constitutes or would constitute a contravention of this Act, the court may, on the application of —| (a) | the Authority; or | | (b) | any person whose interests have been, are or would be affected by the conduct, |
| grant an injunction restraining the firstmentioned person from engaging in the conduct and, if the court is of the opinion that it is desirable to do so, requiring that person to do any act or thing. |
(2) Where a person has refused or failed, is refusing or failing, or is likely to refuse or fail, to do an act or thing that the person is required by this Act to do, the court may, on the application of —| (a) | the Authority; or | | (b) | any person whose interests have been, are or would be affected by the refusal or failure to do that act or thing, |
| make an order requiring the firstmentioned person to do that act or thing. |
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| (3) Where an application is made to the court for an injunction under subsection (1) or an order under subsection (2), the court may, if the court is of the opinion that it is desirable to do so, before considering the application, grant an interim injunction restraining a person from engaging in conduct of the kind referred to in subsection (1) or make an interim order requiring a person to do any act or thing, pending the determination of the application. |
| (4) Where the court has power under this section to grant an injunction or interim injunction or make an order or interim order restraining a person from engaging in conduct of a particular kind, or requiring a person to do a particular act or thing, the court may, either in addition to or in substitution for the injunction, order, interim injunction or interim order, order that person to pay damages to any other person. |
| (5) Where the court has granted an injunction or interim injunction or made an order or interim order under this section, the court may, on application by any party referred to in subsection (1) or (2) or by any person affected by the injunction, order, interim injunction or interim order, rescind or vary the injunction, order, interim injunction or interim order. |
| (6) An injunction, order, interim injunction or interim order granted or made under this section may be expressed to operate for a period specified in the injunction, order, interim injunction or interim order or until the injunction, order, interim injunction or interim order is rescinded. |
| (7) Any person who contravenes an injunction, order, interim injunction or interim order by the court under this section that is applicable to the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both. |
(8) Where an application is made to the court for the grant of an injunction under subsection (1), the power of the court to grant the injunction may be exercised —| (a) | if the court is satisfied that the person has engaged in conduct of that kind, whether or not it appears to the court that the person intends to engage again, or to continue to engage, in conduct of that kind; or | | (b) | if it appears to the court that, in the event that an injunction is not granted, it is likely that the person will engage in conduct of that kind, whether or not the person has previously engaged in conduct of that kind and whether or not there is an imminent danger of substantial damage to any person if the firstmentioned person engages in conduct of that kind. |
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(9) Where an application is made to the court for the making of an order under subsection (2), the power of the court to make the order may be exercised —| (a) | if the court is satisfied that the person has refused or failed to do that act or thing, whether or not it appears to the court that the person intends to refuse or fail again, or to continue to refuse or fail, to do that act or thing; or | | (b) | if it appears to the court that, in the event that an order is not made, it is likely the person will refuse or fail to do that act or thing, whether or not the person has previously refused or failed to do that act or thing and whether or not there is an imminent danger of substantial damage to any person if the firstmentioned person refuses or fails to do that act or thing. |
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| (10) Where the Authority or any person referred to in subsection (1)(b) or (2)(b) makes an application to the court for the grant of an injunction or interim injunction or for the making of an order or interim order under this section, the court is not to require the Authority or that person (as the case may be) or any other person, as a condition of granting the injunction, interim injunction, order or interim order, to give any undertaking as to damages. [34/2012] |
| (11) Subsection (7) does not affect the powers of the court in relation to the punishment for contempt of court. |
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| Criminal jurisdiction of District Court |
| 327. Despite any provision to the contrary in the Criminal Procedure Code 2010, a District Court has jurisdiction to try any offence under this Act and has power to impose the full penalty or punishment in respect of any offence under this Act. |
| Falsification of records by officer, employee or agent of relevant person |
328.—(1) Any officer, auditor, employee or agent of any relevant person who —| (a) | wilfully makes, or causes to be made, a false entry in any book, or in any report, slip, document or statement of the business, affairs, transactions, conditions or assets of that relevant person; | | (b) | wilfully omits to make, or causes to be omitted, an entry in any book, or in any report, slip, document or statement of the business, affairs, transactions, conditions or assets of that relevant person; or | | (c) | wilfully alters, extracts, conceals or destroys, or causes to be altered, extracted, concealed or destroyed, an entry in any book, or in any report, slip, document or statement of the business, affairs, transactions, conditions or assets of that relevant person, |
| shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 2 years or to both. |
(2) In subsection (1) —| “officer” includes a person purporting to act in the capacity of an officer; |
“relevant person” means any —| (a) | approved exchange; | | (b) | recognised market operator; | | (c) | licensed trade repository; | | (d) | licensed foreign trade repository; | | (e) | approved clearing house; | | (f) | recognised clearing house; | | (g) | approved holding company; | | (h) | holder of a capital markets services licence to carry on business in any regulated activity; | | (i) | exempt person; | | (j) | representative; | | (k) | approved trustee mentioned in section 289; | | (l) | authorised benchmark administrator; | | (m) | exempt benchmark administrator; | | (n) | authorised benchmark submitter; | | (o) | exempt benchmark submitter; or | | (p) | designated benchmark submitter. [2/2009; 34/2012; 4/2017] |
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| Duty not to provide false information to Authority |
329.—(1) Any person who provides the Authority with any information under this Act must use due care to ensure that the information is not false or misleading in any material particular.| (2) Subsection (1) applies only to a requirement in relation to which no other provision of this Act creates an offence in connection with the provision of information. |
(3) Any person who —| (a) | signs any document lodged with the Authority; or | | (b) | lodges with the Authority any document by electronic means using any identification or identifying code, password or other authentication method or procedure assigned to the person by the Authority, |
| must use due care to ensure that the document is not false or misleading in any material particular. |
[2/2009] |
| (4) Any person who contravenes subsection (1) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both. |
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| Duty not to provide false statements to approved exchange, licensed trade repository, approved clearing house, recognised clearing house, authorised benchmark administrator, exempt benchmark administrator and Securities Industry Council |
330.—(1) Any person who, with intent to deceive, makes or provides, or knowingly and wilfully authorises or permits the making or provision of, any false or misleading statement or report to any approved exchange, licensed trade repository, approved clearing house, recognised clearing house, authorised benchmark administrator or exempt benchmark administrator, or to any officer of such persons —| (a) | while carrying on the activity of dealing in capital markets products; | | (b) | relating to a financial instrument; | | (c) | relating to the enforcement of the business rules of an approved exchange, a licensed trade repository or an approved clearing house or the listing rules of an approved exchange; | | (d) | relating to the affairs of an entity or a business trust; | | (e) | relating to a collective investment scheme; | | (f) | relating to the affairs of the trustee‑manager of a registered business trust; | | (g) | relating to a registered business trust which is managed and operated by the trustee‑manager of the registered business trust; or | | (h) | while carrying on the activity of providing information in relation to a designated benchmark, |
| shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both. |
[4/2017] | (2) Any person who, with intent to deceive, makes or provides or knowingly and wilfully authorises or permits the making or provision of, any false or misleading statement or report to the Securities Industry Council or any of its officers, relating to any matter or thing required by the Securities Industry Council in the exercise of its functions under this Act shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both. |
(3) In subsection (1)(d), the reference to affairs of an entity or a business trust —| (a) | in the case of an entity which is a corporation, includes a reference to the matters referred to in section 2(2); and | | (b) | in the case of —| (i) | an entity which is not a corporation; or | | (ii) | a business trust, |
| refers to such matters as the Authority may prescribe. |
[4/2017] |
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| Corporate offenders and unincorporated associations |
331.—(1) Where an offence under this Act committed by a body corporate is proved to have been committed with the consent or connivance of, or to be attributable to any neglect on the part of an officer of the body corporate, the officer as well as the body corporate shall be guilty of that offence and shall be liable to be proceeded against and punished accordingly.| (2) Where the affairs of the body corporate are managed by its members, subsection (1) applies in relation to the acts and defaults of a member in connection with the member’s functions of management as if he or she were a director of the body corporate. |
| (3) Where an offence under this Act committed by a partnership is proved to have been committed with the consent or connivance of, or to be attributable to any neglect on the part of, a partner, the partner as well as the partnership shall be guilty of that offence and shall be liable to be proceeded against and punished accordingly. |
| (3A) Where an offence under this Act committed by a limited liability partnership is proved to have been committed with the consent or connivance of, or to be attributable to any neglect on the part of, a partner or manager of the limited liability partnership, the partner or manager (as the case may be) as well as the partnership shall be guilty of that offence and shall be liable to be proceeded against and punished accordingly. |
| (4) Where an offence under this Act committed by an unincorporated association (other than a partnership) is proved to have been committed with the consent or connivance of, or to be attributable to any neglect on the part of, an officer of the association or a member of its governing body, the officer or member as well as the association shall be guilty of that offence and shall be liable to be proceeded against and punished accordingly. |
(5) In this section —| “body corporate” and “partnership” exclude a limited liability partnership within the meaning of the Limited Liability Partnerships Act 2005; |
“officer” —| (a) | in relation to a body corporate, means a director, member of the committee of management, chief executive, manager, secretary or other similar officer of the body, and includes a person purporting to act in any such capacity; or | | (b) | in relation to an unincorporated association (other than a partnership) means the president, the secretary, or a member of the committee of the association or a person holding a position analogous to that of president, secretary or member of a committee, and includes a person purporting to act in any such capacity; |
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| “partner”, in relation to a partnership, includes a person purporting to act as a partner. |
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| (6) Regulations may provide for the application of any provision of this section, with such modifications as the Authority considers appropriate, to a body corporate or unincorporated association formed or recognised under the law of a territory outside Singapore. |
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332.—(1) Any person, being an officer of an approved holding company, an approved exchange, a recognised market operator, a licensed trade repository, a licensed foreign trade repository, an approved clearing house, a recognised clearing house, a holder of a capital markets services licence to carry on business in any regulated activity, an authorised benchmark administrator or an authorised benchmark submitter, who fails to take all reasonable steps to secure —| (a) | compliance with any provision of this Act; or | | (b) | the accuracy and correctness of any statement submitted under this Act, |
| shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 2 years or to both. |
[34/2012; 4/2017] | (2) In any proceedings against an officer under subsection (1), it is a defence for the defendant to prove that he or she had reasonable grounds for believing that another person was charged with the duty of securing compliance with the requirements of this Act, or with the duty of ensuring that those statements were accurate (as the case may be) and that that person was competent, and in a position, to discharge that duty. |
| (3) An officer shall not be sentenced to imprisonment for any offence under subsection (1) unless, in the opinion of the court, he or she committed the offence wilfully. |
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| Penalties for corporations |
333.—(1) Subject to subsections (2) and (3), where a corporation is convicted of an offence under this Act, the penalty that the court may impose is a fine not exceeding 2 times the maximum amount that, but for this subsection, the court could impose as a fine for that offence.(2) Subsection (1) does not apply to —| (a) | offences under sections 7(4), (5) and (12), 9(13), 17(2), 22, 23(4), 27(13) and (14), 28(14), 29(4) and (7), 30(4), 35(2), 41(4) and (7), 42, 43(11), 45(3), 46(9), 46AA(9), 46AAB(7), 46AAC(10), 46AAI(8), 46C(2), 46E(14), 46P, 46Q(4), 46U(13) and (14), 46V(14), 46Y(8), 46Z(10), 46ZI, 46ZIB(7), 46ZIC(10), 46ZJ(2), 46ZK(4), 46ZN(8), 49(4), (5) and (12), 51(13), 59, 65, 66(4), 70(13) and (14), 71(14), 72(4), 81A, 81P(10), 81R(3), 81S(9), 81SAA(7), 81SAB(10), 81SD(8), 81U(2) and (9), 81W(8), 81ZA(3), 81ZB(2), 81ZC(2), 81ZD(3), 81ZE(11) and (12), 81ZF(13), 81ZG(4), 81ZGA(2), 81ZGC(7), 81ZGD(10), 81ZJ(10), 81ZL(2), 81ZN(8), 103, 105, 107(3) and (4), 123D(3) and (4), 123F(11), 123K(7), 123O(8) and (9), 123W, 123X(9), 123Y(7), 123Z(7), 123ZA(5), 123ZC(2), 123ZV(8), 123ZW(5), 289(7), 290(4) and 295(6); or | | (b) | offences under any subsidiary legislation made under this Act where it is expressly provided in the subsidiary legislation that subsection (1) does not apply to those offences. [2/2009; 4/2017] |
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| (3) Where an individual is convicted of an offence under this Act by virtue of section 331, he or she shall be liable to the fine or imprisonment or both as prescribed for that offence and subsection (1) does not apply. |
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| Power of Authority to reprimand for misconduct |
334.—(1) Where the Authority is satisfied that a relevant person is guilty of misconduct, the Authority may, if it thinks it necessary in the interests of the public or a section of the public or for the protection of investors, reprimand the relevant person.(2) In this section —“misconduct” means —| (a) | the contravention of —| (i) | any provision of this Act; | | (ii) | any condition or restriction imposed under this Act; | | (iia) | any direction made by the Authority under this Act; | | (iii) | any code, guideline, policy statement or practice note issued under section 321; or | | (iv) | any business rules of an approved exchange, a licensed trade repository or an approved clearing house, or the listing rules of an approved exchange; |
| | (b) | the failure by an officer of a relevant person to discharge any duty or function of his or her office; or | | (c) | the commission of an offence under section 331 or 332(1); |
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“officer” —| (a) | in relation to a body corporate, means a director, member of the committee of management, chief executive, manager, secretary or other similar officer of the body, and includes a person purporting to act in any such capacity; or | | (b) | in relation to an unincorporated association (other than a partnership), means the president, the secretary, or a member of the committee of the association or a person holding a position analogous to that of president, secretary or member of a committee, and includes a person purporting to act in any such capacity; |
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| “partner” includes a person purporting to act as a partner; |
“relevant person” means —| (a) | an approved exchange; | | (b) | a recognised market operator; | | (c) | a licensed trade repository; | | (d) | a licensed foreign trade repository; | | (e) | an approved clearing house; | | (f) | a recognised clearing house; | | (g) | an approved holding company; | | (h) | a holder of a capital markets services licence to carry on business in any regulated activity; | | (i) | an exempt person; | | (j) | an approved trustee mentioned in section 289; | | (k) | an authorised benchmark administrator; | | (l) | an exempt benchmark administrator; | | (m) | an authorised benchmark submitter; | | (n) | an exempt benchmark submitter; | | (o) | a designated benchmark submitter; or | | (p) | any employee, officer, partner or representative of any person mentioned in paragraphs (a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (l), (m), (n) and (o). [2/2009; 34/2012; 4/2017] |
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| 335. Any person who contravenes any provision of this Act shall be guilty of an offence and, where no penalty is expressly provided, shall be liable on conviction to a fine not exceeding $50,000. |
| Proceedings with consent of Public Prosecutor and power to compound offences |
| 336.—(1) Proceedings for an offence against any provisions of Part 12 may be taken only with the consent of the Public Prosecutor. [15/2010] | (2) The Authority may compound any offence under this Act which is prescribed as a compoundable offence by collecting from a person reasonably suspected of having committed the offence a sum of money not exceeding one half of the amount of the maximum fine prescribed for that offence. [34/2012] |
(3) The Authority may compound any offence under this Act (including an offence under a provision that has been repealed) which —| (a) | was compoundable under this section at the time the offence was committed; but | | (b) | has ceased to be so compoundable, |
| by collecting from a person reasonably suspected of having committed the offence a sum of money not exceeding one half of the amount of the maximum fine prescribed for that offence at the time it was committed. |
[34/2012] |
| (4) All sums collected by the Authority under subsection (2) or (3) must be paid into the Consolidated Fund. [34/2012] |
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337.—(1) The Authority may, by regulations, exempt any person, capital markets product, matter or transaction, or any class thereof, from all or any of the provisions of this Act, subject to such conditions or restrictions as may be prescribed.| (2) Subject to any express provision to the contrary in this Act, an exemption granted to a person or in respect of any capital markets product, matter or transaction (other than an exemption granted to a class of persons, capital markets products, matters or transactions) under any provision of this Act other than subsection (1), or a revocation thereof, may be notified in writing to the person concerned, and need not be published in the Gazette. |
| (3) The Authority may, on the application of any person, by written notice exempt the person from all or any of the requirements specified in any direction made by the Authority under this Act. |
(4) An exemption granted under subsection (3) —| (a) | may be granted subject to such conditions or restrictions as the Authority may specify by written notice; and | | (b) | for the avoidance of doubt, need not be published in the Gazette and may be revoked at any time by the Authority. |
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| (4A) The Authority may at any time add to, vary or revoke any condition or restriction imposed under this section. [2/2009] |
| (5) Any person who contravenes any condition or restriction imposed under subsection (1) or (4)(a) (including any condition or restriction added or varied under subsection (4A)) shall be guilty of an offence. [2/2009] |
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| Power to make regulations giving effect to treaty, etc. |
| 338.—(1) Without limiting section 341, the Authority may make regulations prescribing the matters necessary or expedient to give effect in Singapore to the provisions of any treaty, convention, arrangement, memorandum of understanding, exchange of letters or other similar instrument relating to the securities and derivatives industry or to financial benchmarks, to which Singapore or the Authority is a party. [34/2012; 4/2017] (2) Without limiting subsection (1), such regulations may provide for —| (a) | exemptions from the requirements relating to licensing, approval or registration of any person, the recognition of recognised market operators or the lodgment or registration of any document under this Act; | | (b) | exemptions from any requirement in Part 13; | | (c) | the application of this Act with such modifications as may be necessary; | | (d) | the revocation or withdrawal of any exemption granted; and | | (e) | the variation of any condition or restriction imposed in connection with the granting of any exemption under this Act. |
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| Extra‑territoriality of Act |
339.—(1) Where a person does an act partly in and partly outside Singapore which, if done wholly in Singapore, would constitute an offence against any provision of this Act, that person shall be guilty of that offence as if the act were carried out by that person wholly in Singapore, and may be dealt with as if the offence were committed wholly in Singapore.(2) Where —| (a) | a person does an act outside Singapore which has a substantial and reasonably foreseeable effect in Singapore; and | | (b) | that act would, if carried out in Singapore, constitute an offence under any provision of Part 2, 2A, 3, 4, 6AA, 8, 12, 13 or 15, |
| that person shall be guilty of that offence as if the act were carried out by that person in Singapore, and may be dealt with as if the offence were committed in Singapore. |
[34/2012; 4/2017] |
(2A) For the purposes of an action under section 232 or 234, where a person —| (a) | does an act partly in and partly outside Singapore which, if done wholly in Singapore, would constitute a contravention of any provision of Part 12; or | | (b) | does an act outside Singapore which has a substantial and reasonably foreseeable effect in Singapore and that act, if carried out in Singapore, would constitute a contravention of any provision of Part 12, |
| the act is treated as being carried out by that person in Singapore. |
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| (3) The Authority may, by regulations, specify the circumstances under which subsection (2) or (2A)(b) does not apply. |
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340.—(1) The Minister may by order in the Gazette, amend, add to or vary the First, Second, Third or Fourth Schedule.| (2) The Minister may, in any order made under subsection (1), make such incidental, consequential or supplementary provisions to the Act as may be necessary or expedient. |
| (3) Any order made under subsection (1) must be presented to Parliament as soon as possible after publication in the Gazette. |
| (4) The Authority may, by regulations, provide that the definitions in the Second Schedule do not apply to such person, capital markets product or class of persons or capital markets products as may be prescribed. |
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341.—(1) The Authority may make regulations for carrying out the purposes and provisions of this Act and for the due administration thereof.(2) Without limiting subsection (1), the Authority may make regulations for or with respect to —| (a) | the criteria for authorisation or recognition of collective investment schemes and the constitution, operation, management and offer of such schemes including but not limited to the powers and duties of the managers, trustees or representatives and the rights and obligations of the participants of the schemes; | | (b) | the financial requirements and other criteria that a public company must fulfill for it to be considered for approval as a trustee; | | (c) | applications for capital markets services licences to carry on business in any regulated activity and matters incidental thereto; | | (d) | the activities of, and standards to be maintained by persons holding a capital markets services licence to carry on business in any regulated activity and their representatives, including the manner, method and place of soliciting business by the holder of the licence and their representatives, the conduct of such solicitation and the risk management of the business; | | (e) | [Deleted by Act 16 of 2003] | | (f) | the conditions for the conduct of business on any approved exchange, recognised market operator, licensed trade repository, licensed foreign trade repository, approved clearing house or recognised clearing house; | | (g) | the form, content distribution and publication of written, printed or visual material and advertisements that may be distributed or used by a person in respect of any regulated activity, including advertisements offering the services of persons holding a capital markets services licence or offering capital markets products for sale; | | (h) | the particulars to be recorded in the profit and loss accounts and balance sheets and the information to be contained in auditor’s reports required to be lodged under this Act on the annual accounts of persons holding a capital markets services licence to carry on business in any regulated activity; | | (i) | the remuneration of an auditor appointed under this Act and for the costs of an audit carried out under this Act; | | (j) | the manner in which persons holding a capital markets services licence to carry on a business in any regulated activity conduct their dealings with their customers, conflicts of interest involving the holder of the licence and its customers, and the duties of the holder of a licence to its customers when making recommendations in respect of capital markets products; | | (k) | the purchase or sale of capital markets products for their own accounts, directly or indirectly by holders of capital markets services licences to carry on business in any regulated activity and their representatives; | | (l) | the disclosure by a holder of a capital markets services licence of any material interest that such person might have in a proposed transaction relating to trading in capital markets products; | | (la) | the maintenance by the holder of a capital markets services licence, and a representative of such a holder, of registers of their interests in specified products and their duties relating to the registers, and matters relating thereto; | | (m) | the specification of manipulative and deceptive devices and contrivances in connection with the purchase or sale of capital markets products; | | (n) | the regulation or prohibition of trading on the floor of an approved exchange or a recognised market operator by members of an approved exchange or a recognised market operator (as the case may be) or their representatives directly or indirectly for their own accounts and the prevention of such excessive trading on an approved exchange or a recognised market operator but off the floor of an approved exchange or a recognised market operator by members of an approved exchange or a recognised market operator (as the case may be) or their representatives directly or indirectly for their own accounts as the Authority may consider is detrimental to the maintenance of a fair and orderly organised market; and the exemption of such transactions as the Authority may decide to be necessary in the interests of the public or a section of the public or for the protection of investors; | | (o) | the borrowing in the ordinary course of business by persons holding a capital markets services licence as the Authority may consider necessary or appropriate in the interests of the public or a section of the public or for the protection of investors; | | (p) | the prohibition or regulation of dealing in capital markets products in circumstances where the person who deals in the capital markets products does not hold or have an interest in the capital markets products which are being or are proposed to be dealt with; | | (q) | the prohibition or restriction of securities‑based derivatives contracts that are admitted to the official list of an approved exchange; | | (r) | the forms for the purposes of this Act; | | (s) | the fees to be paid in respect of any matter or thing required for the purposes of this Act, including licences required under this Act and the refund and remission, whether in whole or in part, of such fees; | | (t) | the collection by or on behalf of the Authority, at such intervals or on such occasions as may be prescribed, of statistical information as to such matters relevant to capital markets products as may be prescribed and for the collection and use of such information for any purpose, whether or not connected with the prescribed capital markets products; and | | (u) | all matters and things which by this Act are required or permitted to be prescribed or which are necessary or expedient to be prescribed to give effect to this Act. [2/2009; 34/2012; 4/2017] |
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(3) Except as otherwise expressly provided in this Act, the regulations made under this Act —| (a) | may be of general or specific application; | | (aa) | may contain provisions of a saving or transitional nature; | | (b) | may provide that a contravention of any specified provision thereof shall be an offence; and | | (c) | may provide for penalties not exceeding a fine of $50,000 or imprisonment for a term not exceeding 12 months or both for each offence and, in the case of a continuing offence, a further penalty not exceeding a fine of 10% of the maximum fine prescribed for that offence for every day or part of a day during which the offence continues after conviction. [34/2012] |
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| (3A) For the purposes of paragraphs (b) and (i) of the definition of “derivatives contract” in section 2(1), the Authority may prescribe different contracts, arrangements, transactions and classes of contracts, arrangements or transactions for different purposes. [34/2012; 4/2017] |
| (3B) For the purposes of the definition of “financial instrument” in section 2(1), the Authority may prescribe different things for different purposes. [34/2012] |
| (3C) For the purposes of the definition of “underlying thing” in section 2(1), the Authority may prescribe different arrangements, events, indices, intangible properties, tangible properties, transactions and classes of arrangements, events, indices, intangible properties, tangible properties or transactions for different purposes. [34/2012; 4/2017] |
(4) Where a person is charged with an offence for contravening a regulation made under subsection (2)(la), it is a defence for the person to prove —| (a) | that the person’s contravention was due to the person not being aware of a fact or occurrence, the existence of which was necessary to constitute the offence; and | | (b) | that —| (i) | the person was not so aware on the date of the summons issued for the charge; or | | (ii) | the person became so aware before the date of the summons and complied with the regulation within 14 days after becoming so aware. [2/2009] |
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| (5) For the purposes of subsection (4), a person is, in the absence of proof to the contrary, conclusively presumed to have been aware of a fact or occurrence at a particular time which an employee or agent of the person, being an employee or agent having duties or acting in relation to his or her employer’s or principal’s interest or interests in the specified products concerned, was aware of at that time. [2/2009; 4/2017] |
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