Clause 2

by inserting, immediately after the definition of “advocate and solicitor” in subsection (1), the following definition:“ “appointed representative”, in respect of a type of regulated activity, has the meaning given to that expression in section 99D, and “appointed representative” means an appointed representative in respect of any type of regulated activity;”;

by deleting the definition of “chief executive officer” in subsection (1) and substituting the following definition:“ “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 the holder of a capital markets services licence, means any person, by whatever name called, 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; or

in relation to a corporation (other than one referred to in paragraph (a)), means any person, by whatever name called, who is in the direct employment of, or acting for or by arrangement with, the corporation, and who is principally responsible for the management and conduct of the business of the corporation;”;

by deleting the word “only” in paragraph (b) of the definition of “closed-end fund” in subsection (1) and substituting the word “primarily”;

by inserting, immediately after the words “Part III” in paragraph (b) of the definition of “customer” in subsection (1), the words “and the definition of ”user” ”;

by deleting the words “a designated clearing house” in paragraph (b) of the definition of “customer” in subsection (1) and substituting the words “an approved exchange or a designated clearing house, as the case may be,”;

by inserting, immediately after the words “futures option transaction” in paragraphs (a)(i) (last line) and (b)(i) (last line) of the definition of “futures contract” in subsection (1), the words “, but does not include such contract or class of contracts as the Authority may prescribe”;

by deleting the definitions of “licence” and “licensed person” in subsection (1);

by inserting, immediately after the definition of “providing custodial services for securities” in subsection (1), the following definition:“ “provisional representative”, in respect of a type of regulated activity, has the meaning given to that expression in section 99E, and “provisional representative” means a provisional representative in respect of any type of regulated activity;”;

by inserting, immediately after the definition of “public company” in subsection (1), the following definition:“ “public register of representatives” means the register of that name under section 99C(3);”;

by inserting, immediately after the definition of “real estate investment trust management” in subsection (1), the following definition:“ “recognised business trust” means a business trust that is recognised by the Authority under section 282TA(1);”;

by deleting the definition of “representative’s licence” in subsection (1);

by deleting the word “or” at the end of paragraph (f) of the definition of “securities” in subsection (1);

by deleting the comma at the end of paragraph (g) of the definition of “securities” in subsection (1) and substituting the word “; or”, and by inserting immediately thereafter the following paragraph:“(h)such other product or class of products as the Authority may prescribe,”;

by deleting the word “or” at the end of paragraph (iii) of the definition of “securities” in subsection (1);

by inserting, at the end of paragraph (iv) of the definition of “securities” in subsection (1), the word “or”, and by inserting immediately thereafter the following paragraph:“(v)such other product or class of products as the Authority may prescribe as not being securities;”;

by deleting the definitions of “substantial shareholder”, “substantial shareholding” and “substantial unitholder” in subsection (1) and substituting the following definition:“ “substantial unitholder” —

in relation to a collective investment scheme, means a participant who has an interest or interests in one or more voting units in the scheme, the total votes attached to that unit, or those units, being not less than 5% of the total votes attached to all the voting units in the scheme; or

in relation to a business trust, means a person who has an interest or interests in one or more voting units in the business trust, the total votes attached to that unit, or those units, being not less than 5% of the total votes attached to all the voting units in the business trust;”;

by deleting the word “or” at the end of paragraph (a)(i)(B) of the definition of “take-over offer” in subsection (1);

by inserting, immediately after sub-paragraph (ii) of paragraph (a) of the definition of “take-over offer” in subsection (1), the following sub-paragraph:“(iii)in the case of a collective investment scheme constituted as a unit trust and authorised under section 286, that invests primarily in real estate and real estate-related assets specified by the Authority in the Code on Collective Investment Schemes, and all or any of the units in 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 scheme made to all unitholders of the scheme, or where the person already holds units in the scheme, made to all other unitholders of the scheme; or

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

by inserting, immediately after the definition of “take-over offer” in subsection (1), the following definition:“ “temporary representative”, in respect of a type of regulated activity, has the meaning given to that expression in section 99F, and “temporary representative” means a temporary representative in respect of any type of regulated activity;”;

by inserting, immediately after the definition of “transaction information” in subsection (1), the following definitions:“ “treasury share” —

in relation to a company, has the same meaning as in section 4(1) of the Companies Act (Cap. 50); and

in relation to a corporation (other than a company), means any share equivalent to a treasury share in a company;“trustee-manager” —

in relation to a registered business trust, has the same meaning as in section 2 of the Business Trusts Act (Cap. 31A);

in relation to a business trust for which an application for registration has been made under section 4(1) of the Business Trusts Act, means the company proposed to be named as the trustee-manager in the application made under that section;

in relation to a recognised business trust, means the entity which manages and operates the recognised business trust, by whatever name called and whether incorporated or not; and

in relation to a business trust for which an application for recognition has been made under section 282TA(1), means the entity proposed to be managing and operating the trust, by whatever name called and whether incorporated or not;”;

by deleting the definition of “unitholder” in subsection (1) and substituting the following definition:“ “unitholder” —

in relation to a collective investment scheme, means a participant of the scheme; and

in relation to a business trust, means a person who holds a unit in the business trust;”;

by deleting the full-stop at the end of the definition of “voting share” in subsection (1) and substituting a semi-colon, and by inserting immediately thereafter the following definition:“ “voting unit” —

in relation to a business trust, means an issued unit in the business trust, other than —

a unit to which in no circumstances is there attached a right to vote; or

a unit to which there is attached a right to vote only in one or more of the following circumstances:

during a period in which a distribution (or part of a distribution) in respect of the unit is in arrears;

upon a proposal to reduce the unitholders’ equity of the business trust;

upon a proposal that affects rights attached to the unit;

upon a proposal to wind up the business trust;

upon a proposal for the disposal of the whole of the property, business and undertakings of the business trust;

during the winding up of the business trust; and

in relation to a collective investment scheme, means an issued unit in the scheme, other than —

a unit to which in no circumstances is there attached a right to vote; or

a unit to which there is attached a right to vote only in one or more of the following circumstances:

during a period in which a distribution (or part of a distribution) in respect of the unit is in arrears;

upon a proposal to reduce the participants’ funds of the scheme;

upon a proposal that affects rights attached to the unit;

upon a proposal to wind up the scheme;

upon a proposal for the disposal of the whole of the property, business and undertakings of the scheme;

during the winding up of the scheme.”; and

by inserting, immediately after subsection (3), the following subsections:“(4) For the purposes of this Act, a person has a substantial shareholding in a corporation if —

he has an interest or interests in one or more voting shares (excluding treasury shares) in the corporation; and

the total votes attached to that share, or those shares, is not less than 5% of the total votes attached to all the voting shares (excluding treasury shares) in the corporation.(5) For the purposes of this Act, a person has a substantial shareholding in a corporation, being a corporation the share capital of which is divided into 2 or more classes of shares, if —

he has an interest or interests in one or more voting shares (excluding treasury shares) in one of those classes; and

the total votes attached to that share, or those shares, is not less than 5% of the total votes attached to all the voting shares (excluding treasury shares) in that class.(6) For the purposes of this Act, a person who has a substantial shareholding in a corporation is a substantial shareholder in that corporation.”.