Clause 2

by deleting the semi-colon at the end of the definition of “debenture” and by inserting the following “, but does not include —

a document that merely acknowledges the receipt of money by a corporation in a case where in respect of the money, the corporation issues, in compliance with section 44, a document prescribed by subsection (2) of that section and complies with the requirements of that section;

a document issued or executed by a banking corporation in the ordinary course of its banking business being a document that evidences or acknowledges indebtedness of the corporation arising in the ordinary course of that business;

a cheque, order for the payment of money or bill of exchange;

a promissory note having a face value of not less than $100,000;

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;”;

by deleting the definition of “exempt private company” and substituting the following definition:“ “exempt private company” means —

a private company in the shares of which no beneficial interest is held directly or indirectly by any corporation and which has not more than 20 members; or

any private company, being a private company that is wholly owned by the Government, which the Minister in the national interest, declares by notification in the Gazette to be an exempt private company;”;

by inserting, immediately after the definition of “limited company”, the following definition:“ “listed company” means a corporation that has been admitted to the official list of a stock exchange in Singapore and has not been removed from that official list;”;

by inserting, immediately after the word “director,” in paragraph (a) of the definition of “officer”, the words “executive officer,”;

by inserting, immediately after the word “means” in the definition of “preference share”, the words “, subject to section 180(2),”;

by inserting, immediately after the word “prospectus,” in the definition of “prospectus”, the words “(including an abridged prospectus registered pursuant to section 47)”;

by deleting the definition of “trustee corporation” and substituting the following definition:“ “trustee corporation” means —

a company registered as a trust company under the Trust Companies Act (Cap. 207); or

a corporation, other than a trust company referred to in paragraph (a), that is a public company under this Act or under the laws of any other country which has been declared by the Minister to be a trustee corporation for the purposes of this Act;”;

by deleting the definition of “unit” and substituting the following definition:“ “unit”, in relation to a share, debenture or other interest, means any right or interest, whether legal or equitable, in the share, debenture or other interest, by whatever name called and includes any option to acquire any such right or interest in the share, debenture or other interest;”;

by deleting the words “Division 4” in the penultimate line of subsection (5) and substituting the words “Division 5”; and

by inserting, immediately after subsection (7), the following subsections:“As to what constitutes the affairs of a corporation(8) A reference in this Act to the affairs of a corporation shall, unless the contrary intention appears, be construed as including a reference to —

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 owed jointly with another person or other persons and liabilities as trustee), profits and other income, receipts, losses, outgoings and expenditure of the corporation;

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;

the internal management and proceeding of the corporation;

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 —

a receiver, or a receiver and manager, is in possession of, or has control over, property of the corporation;

a compromise or arrangement made between the corporation and another person or other persons is being administered; or

the corporation is being wound up,and, without limiting the generality of the foregoing, any conduct of such a receiver or such a receiver and manager, of any person administering such a compromise or arrangement or of any liquidator or provisional liquidator of the corporation;

the ownership of shares in, debentures of, and interests issued by, the corporation;

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;

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;

the circumstances under which a person acquired or disposed of, or became entitled to acquire or dispose of, shares in, debentures of, or interests issued by, the corporation;

where the corporation has issued interests, any matters concerning the financial or business undertaking, scheme, common enterprise or investment contract to which the interests relate; and

matters relating to or arising out of the audit of, or working papers or reports of an auditor concerning, any matters referred to in any of the preceding paragraphs.(9) For the purposes of this Act wherever a reference to the affairs of a company or a foreign company appears it shall be construed as including a reference to the affairs of a corporation as defined in subsection (8).”.