Clause 17

Without prejudice to section 17, if the Minister is satisfied that any person has contravened section 15A, 15B, 15C(4) or 15E(5) or has failed to comply with any condition imposed under section 15C(2) or (5), or if the Minister has served a written notice under section 15E, the Minister may, by notice in writing —

direct the transfer or disposal of all or any of the shares in the designated financial institution held by the person or any of his associates (referred to in this section as the specified shares) within such time or subject to such conditions as the Minister considers appropriate;

restrict the transfer or disposal of the specified shares; or

make such other direction as the Minister considers appropriate.(2) Any person to whom a notice is given under subsection (1) shall comply with such direction or directions as may be specified in the notice.(3) In the case of any direction made under subsection (1)(a) or (b), until a transfer or disposal is effected in accordance with the direction or until the restriction on the transfer or disposal is removed, as the case may be, notwithstanding any of the provisions of the Companies Act (Cap. 50) or anything contained in the memorandum or articles of association of the designated financial institution —

no voting rights shall be exercisable in respect of the specified shares unless the Minister expressly permits such rights to be exercised;

no shares of the designated financial institution shall be issued or offered (whether by way of rights, bonus or otherwise) in respect of the specified shares unless the Minister expressly permits such issue or offer; and

except in a liquidation of the designated financial institution, no payment shall be made by the designated financial institution of any amount (whether by way of dividends or otherwise) in respect of the specified shares unless the Minister expressly authorises such payment.(4) In this section, “associate” has the same meaning as in section 15B(4)(c).Offences, penalties and defences17.—

Any person who contravenes section 15A, 15B(1)(a) or (2)(a) or 15C(4)(a), (b) or (c)(i) shall be guilty of an offence and shall be liable on conviction —

in the case of an individual, to a fine not exceeding $125,000 and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part thereof during which the offence continues after conviction; or

in any other case, 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 thereof during which the offence continues after conviction.(2) Any person who contravenes section 15B(1)(b) or (c), (2)(b) or (c), 15C(4)(c)(ii) or (iii), 15E(5) or 16(2), or who fails to comply with any condition imposed under section 15C(2) or (5), shall be guilty of an offence and shall be liable on conviction —

in the case of an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part thereof during which the offence continues after conviction; or

in any other case, 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 thereof during which the offence continues after conviction.(3) Where a person is charged with an offence in respect of a contravention of section 15A or 15B, it shall be a defence for the person to prove that —

he was not aware that he had contravened that section; and

he has, within 14 days of becoming aware that he had contravened that section, notified the Minister of the contravention and, within such time as determined by the Minister, taken such actions in relation to his shareholding or control of the voting power in the designated financial institution as the Minister may direct.(4) Where a person is charged with an offence in respect of a contravention of section 15B(1), it shall also be a defence for the person to prove that, even though he was aware of the contravention —

the contravention occurred as a result of an increase in the shareholding as described in section 15B(4)(a) of, or in the voting power controlled by, any of his associates described in section 15B(4)(c)(i);

he has no agreement or arrangement, whether oral or in writing and whether express or implied, with that associate with respect to the acquisition, holding or disposal of shares or other interests in, or under which they act together in exercising their voting power in relation to, the designated financial institution; and

he has, within 14 days of the date of the contravention, notified the Minister of the contravention and, within such time as may be determined by the Minister, taken such action in relation to his shareholding or control of the voting power in the designated financial institution as the Minister may direct.(5) Except as provided in subsections (3) and (4), it shall not be a defence for a person charged with an offence in respect of a contravention of section 15A or 15B to prove that he did not intend to or did not knowingly contravene section 15A or 15B, as the case may be.Power of Authority to obtain information18.—

The Authority may, by notice in writing, direct any designated financial institution to obtain from any of its shareholders and to transmit to the Authority information —

as to whether that shareholder holds any share in the designated financial institution as beneficial owner or as trustee; and

if he holds the share as trustee, to indicate as far as he can, the person for whom he holds the share (either by name or by other particulars sufficient to enable that person to be identified) and the nature of his interest,and the designated financial institution shall comply with that direction within such time as may be specified in the notice.(2) The Authority may, by notice in writing, require any shareholder of a designated financial institution, or any person who appears from information provided to the Authority under subsection (1) or this subsection to have an interest in any share in a designated financial institution, to inform the Authority —

whether he holds that interest as beneficial owner or as trustee, and if he holds the interest as trustee, to indicate so far as he can, the person for whom he holds the interest (either by name or by other particulars sufficient to enable that person to be identified) and the nature of his interest; or

whether any share or any voting right attached to the share is the subject of an agreement or arrangement described in section 15A(3) or (4) or 15B(4)(c)(ix), and if so, to give particulars of the agreement or arrangement and the parties to it,and the person shall comply with that notice within such time as may be specified therein.(3) Any person who —

fails to comply with a notice under this section; or (b)in purported compliance of the notice, knowingly or recklessly makes a statement which is false in a material particular,shall be guilty of an offence.(4) Any person convicted of an offence under this section shall be liable on conviction —

in the case of an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part thereof during which the offence continues after conviction; or

in any other case, 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 thereof during which the offence continues after conviction.”.