Singapore legislation
Section 137G
Section 137G
Duty of corporation to make disclosure
(1)
Where a corporation has been notified in writing by —
a director or chief executive officer of the corporation pursuant to a requirement imposed on him or her under section 133(1)(a)(i), (b)(i), (c)(i), (d)(i) or (f), or under section 133(1)(g) in respect of a change in the particulars of any matter referred to in section 133(1)(a)(i), (b)(i), (c)(i), (d)(i) and (f); or
a substantial shareholder in the corporation pursuant to a requirement imposed on the substantial shareholder under section 135, 136 or 137,the corporation must announce or otherwise disseminate the information stated in the notice to the organised market operated by the approved exchange on whose official list any or all of the shares of the corporation are listed, as soon as practicable and in any case, no later than the end of the business day following the day on which the corporation received the notice.
(2)
The corporation must announce or otherwise disseminate the information in such form and manner as the Authority may prescribe.
(3)
Any corporation that —
intentionally or recklessly contravenes subsection (1) or (2); or
in purported compliance with this section, announces or disseminates any information knowing that it is false or misleading in a material particular or reckless as to whether it is,shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction.
(4)
Any corporation that —
contravenes subsection (1) or (2); or
in purported compliance with this section, announces or disseminates any information that is false or misleading in a material particular,in circumstances other than as set out in subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction.
(5)
Where an offence has been committed by a corporation under subsection (3) or (4), any officer of the corporation who —
causes the corporation to contravene subsection (1);
announces or disseminates, or permits or authorises the announcement or dissemination of, the information that is false or misleading in a material particular; or
announces or disseminates, or permits or authorises the announcement or dissemination of the information in contravention of subsection (2),must —
if he or she had acted intentionally or recklessly, or with knowledge that the information so announced or disseminated is false or misleading in a material particular or is reckless as to whether it is, be guilty of an offence and be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 2 years or to both; or
if he or she had acted negligently, be guilty of an offence and be liable on conviction to a fine not exceeding $25,000.
(6)
In this section, “officer” means a director, member of the committee of management, chief executive officer, manager, secretary or other similar officer of the corporation, and includes a person purporting to act in any such capacity.
(7)
No proceedings shall be instituted against a person for an offence under this section after ––
a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or
the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention.