Clause 2

by deleting the definition of “accredited investor”;

by inserting, immediately after the definition of “advocate and solicitor”, the following definitions:“ “approved exchange” means a corporation that is approved by the Authority under section 8(1) as an approved exchange;“approved holding company” means a corporation that is approved by the Authority under section 81W as an approved holding company;”;

by deleting the definition of “auditor” and substituting the following definition:“ “auditor” means a public accountant who is registered or deemed to be registered under the Accountants Act 2004 (Act 4 of 2004) and, in Divisions 1 and 1A of Part XIII, when used in relation to an entity not being a company, includes —

a person who is duly registered, licensed, approved or otherwise authorised to practise as an auditor (such practice to include the issue of any opinion, report or other document on the audit of any financial statement) —

under the laws of the place where the entity is formed or constituted; or

under the laws of the place of his practice, if the auditing standards that are or will be applied to the financial statements of the entity are —

auditing standards commonly applied in that place; or

international auditing standards (by whatever name called); or

such other person as may be approved by the Authority in any particular case to be an auditor for such entity;”;

by inserting, immediately after the definition of “capital markets services licence”, the following definitions:“ “chairman” means a chairman of a board of directors;“chief executive officer”, in relation to an approved exchange, a recognised market operator, a designated clearing house, a person operating a clearing facility, an approved holding company or a holder of a capital markets services licence, means any person, by whatever name described, who is —

in the direct employment of, or acting for or by arrangement with, the approved exchange, recognised market operator, designated clearing house, person operating a clearing facility, approved holding company or holder of a capital markets services licence, as the case may be; and

principally responsible for the management and conduct of the business of the approved exchange, recognised market operator, designated clearing house, person operating a clearing facility, approved holding company or holder of a capital markets services licence, as the case may be, in Singapore;”;

by deleting the definitions of “clearing facility”, “clearing house” and “closed-end fund” and substituting the following definitions:“ “clearing facility” has the meaning given to it in Part II of the First Schedule;“clearing or settlement” has the meaning given to it in Part II of the First Schedule;“closed-end fund” means an arrangement referred to in paragraph (a) or (b) of the definition of “collective investment scheme” under which units that are issued are exclusively or primarily non-redeemable at the election of the holders of units, but does not include an arrangement referred to in paragraph (a) of that definition —

that is a trust;

that invests only in real estate and real estate-related assets specified by the Authority in the Code on Collective Investment Schemes; and

all or any units of which are listed for quotation on a securities exchange;”;

by deleting paragraphs (iv) and (iva) of the definition of “collective investment scheme” and substituting the following paragraphs:“(iv)an arrangement made by or on behalf of an entity solely for the benefit of persons, each of whom is —

a bona fide director or equivalent person, a former director or equivalent person, a consultant, an adviser, an employee or a former employee of that entity or, where that entity is a corporation, a related corporation of that entity; or

a spouse, widow or widower, or a child, adopted child or step-child below the age of 18 years, of such director or equivalent person, former director or equivalent person, employee or former employee;

a bona fide director or equivalent person, a former director or equivalent person, a consultant, an adviser, an employee or a former employee of any of those entities or, where any of those entities is a corporation, a related corporation of the entity which is a corporation; or

a spouse, widow or widower, or a child, adopted child or step-child below the age of 18 years, of such director or equivalent person, former director or equivalent person, employee or former employee;”;

by deleting paragraph (x) of the definition of “collective investment scheme” and substituting the following paragraph:“(x)a closed-end fund constituted either as an entity or a trust;”;

by deleting the definition of “commodity” and substituting the following definition: “ “commodity”, in relation to a futures contract, means —

a financial instrument; or

gold;”;

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

in relation to a holder of a capital markets services licence —

for the purposes of Parts IV, VI, VII and XV, a person on whose behalf the holder carries on or will carry on any regulated activity; or

for the purposes of Part V, a person on whose behalf the holder carries on or will carry on any regulated activity, or any other person with whom the holder, as principal, enters or will enter into transactions —

for the sale or purchase of securities;

for the sale or purchase of futures contracts; or

in connection with leveraged foreign exchange trading,but does not include such person or class of persons as may be prescribed; or

for the purposes of Part III, a person on whose behalf a member of a designated clearing house carries on any activity regulated under this Act, but does not include —

the member, with respect to dealings for the member’s own account;

any officer, director, employee or representative of the member; or

a related corporation of the member, with respect to accepted instructions to deal for an account belonging to, and maintained wholly for the benefit of, that related corporation;”;

by inserting, immediately after the definition of “defalcation”, the following definition:“ “designated clearing house” means a person that is designated by the Authority under section 55(1) as a designated clearing house;”;

by deleting the definition of “entity” and substituting the following definition:“ “entity” includes a corporation, an unincorporated association, a partnership and the government of any state, but does not include a trust;”;

by deleting the definitions of “exchange holding company”, “exempt clearing facility” and “exempt market” and substituting the following definition:“ “exempt market operator” means —

a corporation that is exempted under section 14(2);

a corporation declared under section 14(8) to be an exempt market operator; or

a corporation operating a market included in a class of markets in relation to which a declaration under section 14(9) is in force;”;

by deleting the definition of “futures contract” and substituting the following definition:“ “futures contract” means —

for the purposes of Part I of the First Schedule —

a contract the effect of which is that —

one party agrees to deliver a specified commodity, or a specified quantity of a specified commodity, to another party at a specified future time and at a specified price payable at that time; or

the parties will discharge their obligations under the contract by settling the difference between the value of a specified quantity of a specified commodity agreed at the time of the making of the contract and at a specified future time,and includes a futures option transaction; or

such other contract or class of contracts as the Authority may prescribe;

for the purposes of any other provision in this Act —

a contract the effect of which is that —

one party agrees to deliver a specified commodity, or a specified quantity of a specified commodity, to another party at a specified future time and at a specified price payable at that time pursuant to the terms and conditions set out in the business rules of a futures market or pursuant to the business practices of a futures market; or

the parties will discharge their obligations under the contract by settling the difference between the value of a specified quantity of a specified commodity agreed at the time of the making of the contract and at a specified future time, such difference being determined in accordance with the business rules or practices of the futures market at which the contract is made,and includes a futures option transaction; or

such other contract or class of contracts as the Authority may prescribe;”;

by deleting the definitions of “futures exchange” and “futures market” and substituting the following definitions:“ “futures exchange” means an approved exchange in respect of the operation of its futures market;“futures market” has the meaning given to it in Part I of the First Schedule;”;

by inserting, immediately after the definition of “manager”, the following definition:“ “market” has the meaning given to it in Part I of the First Schedule;”;

by deleting the definition of “member” and substituting the following definition:“ “member”, in relation to an approved exchange, a recognised market operator or a designated clearing house, means a person who holds membership of any class or description in the approved exchange, recognised market operator or designated clearing house, whether or not he holds any share in the share capital of the approved exchange, recognised market operator or designated clearing house, as the case may be;”;

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

for the purposes of Part II, a person who may participate in one or more of the services provided by an approved exchange, a recognised market operator or an exempt market operator, in its capacity as an approved exchange, a recognised market operator or an exempt market operator, respectively;

for the purposes of Part III, a person who, under the business rules of a designated clearing house, may participate in one or more of the services provided by the designated clearing house in its capacity as a designated clearing house; or

for the purposes of any other provision of this Act, a person who participates in a collective investment scheme by way of owning one or more units in a collective investment scheme;”;

by deleting the definition of “quote” and substituting the following definition:“ “quote”, in relation to securities and a securities market of an approved exchange or of a recognised market operator, means to display or provide, on the securities market of the approved exchange or recognised market operator, information concerning the particular prices or particular consideration at which offers or invitations to sell, purchase or exchange issued or prescribed securities are made on that securities market, being offers or invitations that are intended or may reasonably be expected, to result, directly or indirectly, in the making or acceptance of offers to sell, purchase or exchange issued or prescribed securities;”;

by deleting the definition of “recognised trading system provider” and substituting the following definitions:“ “recognised market operator” means a corporation that is recognised by the Authority under section 8(2) as a recognised market operator;“registered business trust” has the same meaning as in section 2 of the Business Trusts Act 2004 (Act 30 of 2004);”;

by inserting, immediately after the definition of “representative’s licence”, the following definition:“ “responsible person”, in relation to a collective investment scheme, means —

in the case of a scheme which is constituted as a corporation, the corporation; or

in the case of a scheme which is not constituted as a corporation, the manager for the scheme;”;

by deleting paragraph (i) of the definition of “securities” and substituting the following paragraph:“(i)futures contracts which are traded on a futures market;”;

by deleting the definition of “securities exchange” and substituting the following definition:“ “securities exchange” means an approved exchange in respect of the operation of its securities market;”;

by deleting the definition of “securities market” and substituting the following definition:“ “securities market” has the meaning given to it in Part I of the First Schedule;”;

by inserting, immediately after the definition of “substantial shareholding”, the following definition:“ “substantial unitholder”, in relation to a collective investment scheme, means a participant who has an interest or interests in units in the scheme representing not less than 5% of the total voting rights of all the participants of the scheme;”;

by deleting the definition of “take-over offer” and substituting the following definition:“ “take-over offer” means —

an offer for the acquisition by or on behalf of a person of —

in the case of a public company, or of a corporation all or any of the shares of which are listed for quotation on a securities exchange —

some or all of the shares, or some or all of the shares of a particular class, in the company or corporation made to all members of the company or corporation, or where the person already holds shares in the company or corporation, made to all other members of the company or corporation; or (B)all of the remaining shares in the company or corporation made to all other members of the company or corporation as a result of the person acquiring or consolidating effective control of that company or corporation within the meaning of the Take-over Code; or

in the case of a registered business trust, or of a business trust all or any of the units of which are listed for quotation on a securities exchange —

some or all of the units, or some or all of the units of a particular class, in the business trust made to all unitholders of the business trust, or where the person already holds units in the business trust, made to all other unitholders of the business trust; or

all of the remaining units in the business trust made to all other unitholders of the business trust as a result of the person acquiring or consolidating effective control of that business trust within the meaning of the Take-over Code; or

a proposed compromise or arrangement which —

in the case of a public company, is referred to in section 210 of the Companies Act (Cap. 50); or

in the case of a corporation all or any of the shares of which are listed for quotation on a securities exchange, complies with the laws, codes and other requirements (whether or not having the force of law) relating to take-overs, compromises and arrangements of the country or territory in which that corporation was incorporated,and which, if executed, would result in a change in effective control of the public company or corporation within the meaning of the Take-over Code;”;

by inserting, immediately after the definition of “trading in futures contracts”, the following definition:“ “transaction information” means information relating to —

offers or invitations to purchase, sell, or exchange securities or futures contracts;

executed transactions in securities or futures contracts; or

transactions cleared or settled by a designated clearing house;”; and

in relation to a collective investment scheme, means a right or interest (however described) in a collective investment scheme (whether or not constituted as an entity), and includes an option to acquire any such right or interest in the collective investment scheme; and

in relation to a business trust, has the same meaning as in section 2 of the Business Trusts Act 2004 (Act 30 of 2004);“user”, in relation to an approved exchange or a designated clearing house, means a person who is —

a member; or

a customer of a member,of the approved exchange or designated clearing house;“user information” means transaction information that is referable to —

a named user; or

a group of users, from which the name of a user can be directly inferred;”.