Schedule 4

a futures market established and operated by the Singapore Exchange Derivatives Trading Ltd;

the Singapore Exchange Derivatives Clearing Ltd;

a futures market of a futures exchange approved by the Monetary Authority of Singapore under section 9 of the Securities and Futures Act 2001;

a corporation approved as a clearing house by the Monetary Authority of Singapore under section 51 of the Securities and Futures Act 2001;

the holder of a capital markets services licence under the Securities and Futures Act 2001 in respect of trading in futures contracts or leveraged foreign exchange trading, and acting lawfully under that Act; and

any trading of futures contracts lawfully carried out under the Securities and Futures Act 2001,but only to the extent that the activities carried out by or in such futures market, corporation and holder of a capital markets services licence, and the trading of futures contracts, are regulated under the Securities and Futures Act 2001.”. (ii)Delete the words “Futures Trading Act” in subsection (2) and substitute the words “Securities and Futures Act 2001”.(4)Companies Act (Chapter 50, 1994 Ed.) (a)Section 4(i)Delete the definitions of “profile statement”, “promoter”, “replacement document”, “supplementary document” and “trustee corporation” in subsection (1). (ii)Delete the words “stock exchange” in the definition of “listed corporation” and substitute the words “securities exchange” in subsection (1). (iii)Delete the words “any interest as defined in section 107” in the penultimate and last lines of the definition of “marketable securities” in subsection (1) and substitute the words “units in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act 2001”. (iv)Delete the definition of “prospectus” in subsection (1) and substitute the following definition:“ “prospectus” means any prospectus, notice, circular, material, advertisement, publication or other document —

inviting applications or offers from the public to subscribe for or purchase; or

offering to the public for subscription or purchase,any shares in or debentures of, or any units of shares in or debentures of, a corporation or proposed corporation, and includes any document deemed to be a prospectus under section 256 or 257 of the Securities and Futures Act 2001, but does not include —

a profile statement; or

any material, advertisement or publication which is authorised by section 251 (other than subsection (5)) of that Act;”. (v)Delete the words “prospectus or” in subsection (3). (vi)Delete the marginal note in subsection (4) and substitute the following subsection heading: “When statement included in statement in lieu of prospectus”. (vii)Delete the words “prospectus or” in the 2nd line of subsection (4). (viii)Delete subsection (5) and substitute the following subsections:“(5) For the purposes of this Act, any invitation to the public to deposit money with or lend money to a corporation (other than a prescribed corporation referred to in section 239(4) of the Securities and Futures Act 2001) shall be deemed to be an invitation to subscribe for or purchase debentures of the corporation.(5A) For the purposes of this Act, any document that is issued or intended or required to be issued by a corporation acknowledging or evidencing or constituting an acknowledgment of the indebtedness of the corporation in respect of any money that is or may be deposited with or lent to the corporation in response to such an invitation shall be deemed to be a debenture.”. (ix)Delete subsection (6).(b)Section 7Delete subsection (3) and substitute the following subsection:“(3) A unit in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act 2001 —

that is issued or offered to the public for subscription or purchase, or for which the public is invited to subscribe for or purchase, and that has been so subscribed or purchased; or

that is issued for the purpose of an offer to the public by and is held by the manager concerned within the meaning of section 283 of that Act,does not constitute an interest in a share.”.(c)Section 59Insert, immediately after subsection (2), the following subsections:“(3) Every director of a company who knowingly contravenes or permits or authorises the contravention of subsection (1) shall —

be guilty of an offence; and

be liable in addition to the penalty or punishment for the offence to compensate the company and allottee respectively for any loss, damages or costs which the company or allottee has sustained or incurred thereby.(4) No proceedings for the recovery of any compensation referred to in subsection (3)(b) shall be commenced after the expiration of 2 years from the date of the allotment.”.(d)Section 79(2)Delete the words “stock exchange as defined in the Securities Industry Act” in paragraph (a) and substitute the words “securities exchange as defined in the Securities and Futures Act 2001”.(e)Section 92(1)Delete the words “stock exchange (as defined in the Securities Industry Act)” in the 2nd and 3rd lines and substitute the words “securities exchange as defined in the Securities and Futures Act 2001”.(f)Section 100Insert, immediately after subsection (2), the following subsection:“(3) Subsection (1) shall not apply in relation to any debenture that is offered to the public for subscription or purchase.”.(g)Section 130A(i)Delete the definition of “Stock Exchange” and substitute the following definition:“ “Securities Exchange” means the Singapore Exchange Securities Trading Limited;”. (ii)Delete the words “established by the Stock Exchange,” in the definition of “Depository”. (iii)Delete the words “Stock Exchange” wherever they appear in the definitions of “depository agent”, “listed securities” and “securities” and substitute the words “Securities Exchange”.(h)Section 130MRepeal and substitute the following section:“Non-application of certain provisions in sections 21 and 76A130M. Sections 21 and 76A, insofar as those sections provide that a transfer or contract of sale of shares or debentures in contravention of either section shall be void, shall not apply to any disposition of book-entry securities; but a Court, on being satisfied that a disposition of book-entry securities would in the absence of this section be void may, on the application of the Registrar or any other person, order the transfer of the shares acquired in contravention of either of those sections.”.(i)Section 130N(23)Delete the words “Stock Exchange” and substitute with the words “Securities Exchange”.(j)Section 130O(i)Delete the words “Securities Industry Act” in the last line of subsection (1) and substitute the words “Securities and Futures Act 2001”. (ii)Delete the words “section 18 (authority to approve amendments to rules) and section 20(1) (power of Court to enforce rules) of the Securities Industry Act” in the 2nd, 3rd and 4th lines of subsection (2) and substitute the words “section 17 (Authority to be notified of amendments to business rules or listing rules) and section 18 (power of court to order observance of or enforce business rules or listing rules) of the Securities and Futures Act 2001”.(k)Section 145(6)Insert, immediately after the words “Finance Companies Act”, the words “, section 57 of the Financial Advisers Act 2001, section 31, 35ZJ or 41(1)(b) of the Insurance Act (Cap.142) or section 22, 33, 44, 64 or 97 of the Securities and Futures Act 2001”.(l)Section 164(13)Delete the words “an interest within the meaning of section 107” in paragraph (a) and substitute the words “a unit in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act 2001”.(m)Section 165(6)Delete paragraph (a) and substitute the following paragraph:“(a)a reference to a participatory interest is a reference to a unit in a collective investment scheme within the meaning of section 2 of the Securities and Futures Act 2001; and”.(n)Section 166(1)Delete the words “Securities Industry Act” in the 4th line and substitute the words “Securities and Futures Act 2001”.(o)Section 168(2)Delete the words “section 213” in the last line and substitute the words “any requirement of law relating to take-over offers or any requirement of the Take-over Code referred to in section 139 of the Securities and Futures Act 2001”.(p)Sections 61(1)(a), 76C(1), 76D(1), 76E(1), 166(1), 201(1)(a), 201B(10), 203A(8), 216A(1) (definition of “company”) and 244(5) and (6) Delete the words “stock exchange” wherever they appear and substitute in each case the words “securities exchange”.(q)Part VIIDelete the Part heading and substitute the following heading:“ARRANGEMENTS AND RECONSTRUCTIONS”.(r)Section 402 (1)(i)Insert the word “or” at the end of paragraph (a). (ii)Delete the word “; or” at the end of paragraph (b) and substitute a comma. (iii)Delete paragraph (c).(s)Section 404Delete subsections (1) and (2).(t)Section 411Delete paragraph (ba).(u)Second Schedule(i)Delete item 24 and substitute the words “On lodging a statement in lieu of prospectus”. (ii)Delete items 25, 33F and 33G.(v)Ninth Schedule Paragraph 6 (5)Delete the words “the Singapore Stock Exchange” in the 2nd and 3rd lines and substitute the words “a securities exchange as defined in the Securities and Futures Act 2001”.(5)Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act (Chapter 65A, 2000 Ed.) Section 2(1)Delete paragraphs (d) and (e) of the definition of “financial institution” and substitute the following paragraphs:“(d)the holder of a capital markets services licence under the Securities and Futures Act 2001;

a licensed financial adviser under the Financial Advisers Act 2001;”.(6)Criminal Law (Temporary Provisions) Act (Chapter 67, 2000 Ed.) First Schedule — Part 1Delete item 22 and substitute the following item:“22. Services relating to dealings in securities, trading in futures contracts and leveraged foreign exchange trading provided by the holder of a capital markets services licence under the Securities and Futures Act 2001.”.(7)Exchanges (Demutualisation and Merger) Act (Chapter 99B, 2000 Ed.) (a)Section 2Delete the definitions of “auditor”, “record” and “rules”.(b)Section 8 (3)Delete the words “Divisions 1 and 5 of Part IV of the Companies Act” and substitute the words “Subdivision 2 of Division 1 of Part XIII of the Securities and Futures Act 2001”.(c)Section 11Delete subsection (1) and substitute the following subsection:“(1) Notwithstanding section 139 or 140 of the Securities and Futures Act 2001 (relating to take-overs offers) and the Take-over Code referred to in section 139(2) of that Act (referred to in this section as the Code), the transferee holding company’s shares held by the special purpose company under section 8(1) shall not be taken into account in determining whether —

the special purpose company;

any other company that is deemed by virtue of section 6 of the Companies Act (Cap. 50) to be related to the special purpose company; or

a company acting in concert with the company referred to in paragraph (a) or (b), as defined in the Code,has acquired shares which carry the right to exercise or control the exercise of the votes attached to the transferee holding company’s shares for the purposes of section 139 or 140 of the Securities and Futures Act 2001 or the Code.”.(d)Sections 13, 14, 15 and 16Repeal.(8)Finance Companies Act (Chapter 108, 2000 Ed.) Section 23(5)(i)Delete the word “stock” in the 7th line of paragraph (c) and substitute the word “securities”. (ii)Insert, immediately after the word “approve” in the penultimate line of paragraph (c), the words “under the Securities and Futures Act 2001”.(9)Income Tax Act (Chapter 134, 1999 Ed.) (a)Section 2(1)Insert, immediately after the definition of “executor”, the following definition:“ “Fund manager” or “fund manager” means a company holding a capital markets services licence under the Securities and Futures Act 2001 for fund management or that is exempted under that Act from holding such a licence;”.(b)Section 43A(1)Delete paragraph (c) and substitute the following paragraph:“(c)a company holding a capital markets services licence under the Securities and Futures Act 2001 to deal in securities or that is exempted under that Act from holding such a licence,”.(10)Monetary Authority of Singapore Act (Chapter 186, 1999 Ed.) Section 39ADelete paragraph (a) and substitute the following paragraph:“(a)appear in any civil proceedings on behalf of the Authority under the Securities and Futures Act 2001, including proceedings referred to in section 232 of that Act; and”.(11)Moneylenders Act (Chapter 188, 1985 Ed.) Section 2(i)Delete the word “and” at the end of paragraph (d) of the definition of “moneylender”. (ii)Delete the full-stop at the end of paragraph (e) of the definition of “moneylender”, and insert the words “; and” and insert immediately thereafter, the following paragraph:“(f)any person licensed under the Securities and Futures Act 2001.”.(12)Singapore Broadcasting Authority Act (Chapter 297, 1995 Ed.) Section 52(i)Delete the words “Companies Act” in the penultimate and last lines of subsection (1) and substitute the words “Securities and Futures Act 2001”. (iii)Delete paragraph (a) of subsection (3) and substitute the following paragraph:“(a)that the prospectus has been lodged with the Monetary Authority of Singapore established under the Monetary Authority of Singapore Act (Cap.186) under section 240 of the Securities and Futures Act 2001; and”. (iii)Delete the words “Companies Act” in the marginal note and substitute the words “Securities and Futures Act 2001.”.(13)Trustees Act (Chapter 337, 1999 Ed.) Section 6(1)Delete the words “Companies Act (Cap. 50)” and substitute the words “Securities and Futures Act 2001”.