Clause 6

to promote safe and efficient trade repositories;

to promote transparent markets through timely and reliable access to information on transactions; and

to reduce systemic risks.Interpretation of this Part46B. In this Part, unless the context otherwise requires —“foreign trade repository” means a trade repository which is incorporated or formed outside Singapore;“foreign trade repository licence” means a licence that is granted by the Authority to a foreign trade repository under section 46E(2);“Singapore trade repository” means a trade repository which is incorporated in Singapore;“trade repository” means a corporation that collects and maintains information on any transactions relating to any securities, futures contracts or derivatives contracts, or any other transactions or class of transactions that the Authority may prescribe by regulations made under section 341 for the purposes of this definition;“trade repository licence” means a licence that is granted by the Authority to a Singapore trade repository under section 46E(1).Division 1 — Licensing of Trade RepositoriesHolding out as licensed trade repository or licensed foreign trade repository46C.—

No person shall hold himself out —

as a licensed trade repository, unless he has in force a trade repository licence granted by the Authority under section 46E(1); or

as a licensed foreign trade repository, unless he has in force a foreign trade repository licence granted by the Authority under section 46E(2).(2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 and, in the case of a continuing offence, to a further fine not exceeding $2,000 for every day or part thereof during which the offence continues after conviction.Application for licence46D.—

A corporation that is, or intends to be, a Singapore trade repository may apply to the Authority for the grant of a trade repository licence.(2) A corporation that is, or intends to be, a foreign trade repository may apply to the Authority for the grant of a foreign trade repository licence.(3) An application under subsection (1) or (2) shall be —

made in such form and manner as the Authority may prescribe; and

accompanied by a non-refundable prescribed application fee, which shall be paid in the manner specified by the Authority.(4) The Authority may require an applicant to furnish the Authority with such information or documents as the Authority considers necessary in relation to the application.Power of Authority to grant trade repository licence or foreign trade repository licence46E.—

Where a corporation referred to in section 46D(1) has made an application under that provision, the Authority may grant the corporation a trade repository licence.(2) Where a corporation referred to in section 46D(2) has made an application under that provision, the Authority may grant the corporation a foreign trade repository licence.(3) The Authority may grant a corporation a trade repository licence under subsection (1) or a foreign trade repository licence under subsection (2) subject to such conditions or restrictions as the Authority may think fit to impose by notice in writing, including conditions or restrictions, either of a general or specific nature, relating to —

the activities that the corporation may undertake;

the transactions that may be reported to the corporation in its capacity as a trade repository; and

the nature of the investors or participants who may use or have an interest in the corporation as a trade repository.(4) The Authority may, at any time, by notice in writing to the corporation, vary any condition or restriction or impose such further condition or restriction as the Authority may think fit.(5) A licensed trade repository or licensed foreign trade repository shall, for the duration of the licence, satisfy every condition or restriction that may be imposed on it under subsection (3) or (4).(6) The Authority shall not grant an applicant a trade repository licence or foreign trade repository licence, unless the applicant meets such requirements, including minimum financial requirements, as the Authority may prescribe, either generally or specifically.(7) Without prejudice to subsections (3), (4) and (6), the Authority may, for the purposes of granting a foreign trade repository licence under subsection (2), have regard, in addition to any requirements prescribed under subsection (6), to —

whether adequate arrangements exist for co-operation between the Authority and the primary financial services regulatory authority responsible for the supervision of the foreign trade repository in the country or territory in which the head office or principal place of business of the foreign trade repository is situated; and

whether the foreign trade repository is, in the country or territory in which the head office or principal place of business is situated, subject to requirements and supervision comparable, in the degree to which the objectives specified in section 46A are achieved, to the requirements and supervision to which licensed trade repositories are subject under this Act.(8) In considering whether a foreign trade repository has satisfied the requirements specified in subsection (7)(b), the Authority may have regard to —

the relevant laws and practices of the country or territory in which the head office or principal place of business of the foreign trade repository is situated; and

the rules and practices of the foreign trade repository acting in its capacity as a trade repository.(9) The Authority may refuse to grant a corporation a trade repository licence or foreign trade repository licence, if —

the corporation has not provided the Authority with such information as the Authority may require, relating to —

the corporation or any person employed by or associated with the corporation for the purposes of the corporation’s business or operations; or

any circumstances likely to affect the corporation’s manner of conducting business or operations;

any information or document provided by the corporation to the Authority is false or misleading;

the corporation or a substantial shareholder of the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

execution against the corporation or a substantial shareholder of the corporation in respect of a judgment debt has been returned unsatisfied in whole or in part;

a receiver, a receiver and manager, a judicial manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation or a substantial shareholder of the corporation;

the corporation or a substantial shareholder of the corporation has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with the creditors of the corporation or shareholder, as the case may be, being a compromise or scheme of arrangement that is still in operation;

the corporation, a substantial shareholder of the corporation or any officer of the corporation —

has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 6 of the Securities and Futures (Amendment) Act 2012, involving fraud or dishonesty or the conviction for which involved a finding that the corporation, shareholder or officer, as the case may be, had acted fraudulently or dishonestly; or

has been convicted of an offence under this Act committed before, on or after the date of commencement of section 6 of the Securities and Futures (Amendment) Act 2012;

the Authority is not satisfied as to the educational or other qualifications or experience of the officers or employees of the corporation, having regard to the nature of the duties they are to perform in connection with the establishment or operation of any licensed trade repository or licensed foreign trade repository;

the corporation fails to satisfy the Authority that the corporation is a fit and proper person or that all of its officers, employees and substantial shareholders are fit and proper persons;

the Authority has reason to believe that the corporation may not be able to act in the best interests of its participants, having regard to the reputation, character, financial integrity and reliability of the corporation or its officers, employees or substantial shareholders;

the Authority is not satisfied as to —

the financial standing of the corporation or any of its substantial shareholders; or

the manner in which the business of the corporation is to be conducted, or the operations of the corporation are to be conducted;

the Authority is not satisfied as to the record of past performance or expertise of the corporation, having regard to the nature of the business or operations which the corporation may carry on or conduct in connection with the establishment or operation of any licensed trade repository or licensed foreign trade repository;

there are other circumstances which are likely to —

lead to the improper conduct of business or operations by the corporation or any of its officers, employees or substantial shareholders; or

reflect discredit on the manner of conducting the business or operations of the corporation or any of its substantial shareholders;

the Authority has reason to believe that the corporation, or any of its officers or employees, will not operate a safe and efficient trade repository; or

the Authority is of the opinion that it would be contrary to the interests of the public to grant the corporation a trade repository licence or foreign trade repository licence.(10) Subject to subsection (11), the Authority shall not refuse to grant a corporation a trade repository licence or foreign trade repository licence under subsection (9) without giving the corporation an opportunity to be heard.(11) The Authority may refuse to grant a corporation a trade repository licence or foreign trade repository licence on any of the following grounds without giving the corporation an opportunity to be heard:

the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation;

the corporation has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 6 of the Securities and Futures (Amendment) Act 2012, involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly.(12) The Authority shall give notice in the Gazette of any corporation granted a trade repository licence under subsection (1) or a foreign trade repository licence under subsection (2), and such notice may include all or any of the conditions or restrictions imposed by the Authority on the corporation under subsections (3) and (4).(13) Any applicant which is aggrieved by a refusal of the Authority under subsection (6), (9) or (11) to grant to the applicant a trade repository licence or foreign trade repository licence may, within 30 days after the applicant is notified of the refusal, appeal to the Minister, whose decision shall be final.(14) Any licensed trade repository or licensed foreign trade repository which contravenes subsection (5) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part thereof during which the offence continues after conviction.Annual fees payable by licensed trade repository or licensed foreign trade repository46F.—

Every licensed trade repository and every licensed foreign trade repository shall pay to the Authority such annual fees as may be prescribed in such manner as may be specified by the Authority.(2) The Authority may, where it considers appropriate, refund or remit the whole or any part of any annual fee paid or payable to it.Cancellation of trade repository licence or foreign trade repository licence46G.—

A corporation which intends to cease operating as a licensed trade repository or licensed foreign trade repository may apply to the Authority to cancel its trade repository licence or foreign trade repository licence, as the case may be.(2) An application under subsection (1) shall be made in such form and manner, and not later than such time, as the Authority may prescribe.(3) The Authority may cancel the trade repository licence or foreign trade repository licence on such application if the Authority is satisfied that the cancellation of the trade repository licence or foreign trade repository licence, as the case may be, will not detract from the objectives specified in section 46A.Power of Authority to revoke trade repository licence or foreign trade repository licence46H.—

The Authority may revoke a trade repository licence or foreign trade repository licence granted to a corporation, if —

there exists at any time a ground under section 46E(6) or (9) on which the Authority may refuse an application;

the corporation does not commence operating as a licensed trade repository or licensed foreign trade repository, as the case may be, within 12 months after the date on which it was granted the trade repository licence or foreign trade repository licence, as the case may be;

the corporation ceases to operate as a trade repository;

the corporation contravenes —

any condition or restriction applicable in respect of its trade repository licence or foreign trade repository licence, as the case may be;

any direction issued to it by the Authority under this Act; or

any provision in this Act;

the corporation operates in a manner that is, in the opinion of the Authority, contrary to the interests of the public; or

any information or document provided by the corporation to the Authority is false or misleading.(2) Subject to subsection (3), the Authority shall not revoke under subsection (1) a trade repository licence or foreign trade repository licence that was granted to a corporation without giving the corporation an opportunity to be heard.(3) The Authority may revoke a trade repository licence or foreign trade repository licence that was granted to a corporation on any of the following grounds without giving the corporation an opportunity to be heard:

the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation;

the corporation has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 6 of the Securities and Futures (Amendment) Act 2012, involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly.(4) For the purposes of subsection (1)(c), a corporation shall be deemed to have ceased to operate as a trade repository if —

it has ceased to operate as a trade repository for more than 30 days, unless it has obtained the prior approval of the Authority to do so; or

it has ceased to operate as a trade repository under a direction issued by the Authority under section 46ZK.(5) Any corporation which is aggrieved by a decision of the Authority made in relation to the corporation under subsection (1) may, within 30 days after the corporation is notified of the decision, appeal to the Minister, whose decision shall be final.(6) Notwithstanding the lodging of an appeal under subsection (5), any action taken by the Authority under this section shall continue to have effect pending the decision of the Minister.(7) The Minister may, when deciding an appeal under subsection (5), make such modifications as he considers necessary to any action taken by the Authority under this section, and such modified action shall have effect from the date of the decision of the Minister.(8) Any revocation under subsection (1) or (3) of a trade repository licence or foreign trade repository licence granted to a corporation shall not operate as to affect any report to the corporation made under Part VIA, or any obligation under Part VIA that was satisfied by making a report to the corporation, while the corporation was a licensed trade repository or licensed foreign trade repository, as the case may be.(9) The Authority shall give notice in the Gazette of any revocation under subsection (1) or (3) of a trade repository licence or foreign trade repository licence.Division 2 — Regulation of Licensed Trade RepositoriesSubdivision (1) — Obligations of licensed trade repositoriesGeneral obligations46I.—

A licensed trade repository —

shall operate in a safe and efficient manner in its capacity as a trade repository;

shall manage any risks associated with its business and operations prudently;

in discharging its obligations under this Act, shall not act contrary to the interests of the public, having particular regard to the interests of the investing public;

shall ensure that access for participation in the licensed trade repository is subject to criteria that are fair and objective, and that are designed to ensure the safe and efficient functioning of the licensed trade repository and to protect the interests of the investing public;

shall maintain business rules that make satisfactory provision for the licensed trade repository to be operated in a safe and efficient manner;

shall enforce compliance by its participants with its business rules;

shall have sufficient financial, human and system resources —

to operate in a safe and efficient manner in its capacity as a trade repository;

to meet contingencies or disasters; and

to provide adequate security arrangements;

shall ensure that the Authority is provided with access to all information on transactions reported to the licensed trade repository;

shall maintain governance arrangements that are adequate for the licensed trade repository to be operated in a safe and efficient manner; and

shall ensure that it appoints or employs fit and proper persons as its chairman, chief executive officer, directors and key management officers.(2) In subsection (1)(g), “contingencies or disasters” includes technical disruptions occurring within automated systems.Obligation to manage risks prudently46J. Without prejudice to the generality of section 46I(1)(b), a licensed trade repository shall —

ensure that the systems and controls concerning the assessment and management of risks to the licensed trade repository are adequate and appropriate for the scale and nature of its operations; and

have adequate arrangements, processes, mechanisms or services to collect and maintain information on transactions reported to the licensed trade repository.Obligation to notify Authority of certain matters46K.—

A licensed trade repository shall, as soon as practicable after the occurrence of any of the following circumstances, give the Authority notice of the circumstance:

any material change to the information provided by the licensed trade repository in its application under section 46D(1);

the carrying on of any business (referred to in this section as a proscribed business) by the licensed trade repository that is —

not the business of operating as a trade repository;

not incidental to operating as a trade repository; or

not such business, or within such class of businesses, as the Authority may prescribe;

the acquisition by the licensed trade repository of a substantial shareholding in a corporation (referred to in this section as a proscribed corporation) which carries on any business that is —

not the business of operating as a trade repository;

not incidental to operating as a trade repository; or

not such business, or within such class of businesses, as the Authority may prescribe;

the licensed trade repository becoming aware of any financial irregularity or other matter which in its opinion may affect its ability to discharge its financial obligations;

the licensed trade repository reprimanding, fining, suspending, expelling or otherwise taking disciplinary action against a participant of the licensed trade repository;

any other matter that the Authority may —

prescribe by regulations made under section 46ZJ for the purposes of this paragraph; or

specify by notice in writing to the licensed trade repository in any particular case.(2) Without prejudice to the generality of section 46ZK(1), the Authority may, at any time after receiving a notice referred to in subsection (1), issue directions to the licensed trade repository —

where the notice relates to a matter referred to in subsection (1)(b) —

to cease carrying on the proscribed business; or

to carry on the proscribed business subject to such conditions or restrictions as the Authority may impose, if the Authority is of the opinion that this is necessary for any purpose referred to in section 46ZK(1); or

where the notice relates to a matter referred to in subsection (1)(c) —

to dispose of all or any part of its shareholding in the proscribed corporation within such time and subject to such conditions as the Authority considers appropriate; or

to exercise its rights relating to such shareholding, or to not exercise such rights, subject to such conditions or restrictions as the Authority may impose, if the Authority is of the opinion that this is necessary for any purpose referred to in section 46ZK(1).(3) A licensed trade repository shall comply with every direction issued to it under subsection (2), notwithstanding anything to the contrary in the Companies Act (Cap. 50) or any other law.Obligation to maintain proper records46L.—

A licensed trade repository shall maintain a record of all transactions reported to the licensed trade repository.(2) The Authority may prescribe by regulations made under section 46ZJ —

the form and manner in which the record referred to in subsection (1) shall be maintained;

the information and details relating to each transaction that are to be maintained in the record; and

the period of time that the record is to be maintained.Obligation to submit periodic reports46M. A licensed trade repository shall submit to the Authority such reports in such form and manner, and at such frequency, as the Authority may prescribe.Obligation to assist Authority46N. A licensed trade repository shall provide such assistance to the Authority as the Authority may require for the performance of the functions and duties of the Authority, including —

the furnishing of such returns as the Authority may require for the proper administration of this Act; and

the provision of —

such books and information as the Authority may require for the proper administration of this Act, being books and information —

relating to the business or operations of the licensed trade repository; or

in respect of any transaction or class of transactions reported to the licensed trade repository; and

such other information as the Authority may require for the proper administration of this Act.Obligation to maintain confidentiality46O.—

Subject to subsection (2), a licensed trade repository and its officers and employees shall maintain, and aid in maintaining, the confidentiality of all user information and transaction information that —

comes to the knowledge of the licensed trade repository or any of its officers or employees; or

is in the possession of the licensed trade repository or any of its officers or employees.(2) Subsection (1) shall not apply to —

the disclosure of user information or transaction information for such purposes, or in such circumstances, as the Authority may prescribe;

any disclosure of user information or transaction information which is authorised by the Authority to be disclosed or furnished; or

the disclosure of user information or transaction information pursuant to any requirement imposed under any written law or order of court in Singapore.(3) For the avoidance of doubt, nothing in this section shall be construed as preventing a licensed trade repository from entering into a written agreement with a participant which obliges the licensed trade repository to maintain a higher degree of confidentiality than that specified in this section.(4) A licensed trade repository shall comply with such other requirements relating to confidentiality as the Authority may prescribe.Penalties under this Subdivision46P. Any licensed trade repository which contravenes section 46I(1), 46J, 46K(1) or (3), 46L(1), 46M, 46N or 46O(1) or (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part thereof during which the offence continues after conviction.Subdivision (2) — Rules of licensed trade repositoriesBusiness rules of licensed trade repositories46Q.—

Without limiting the generality of sections 46I and 46ZJ —

the Authority may prescribe the matters that a licensed trade repository shall make provision for in the business rules of the licensed trade repository; and

the licensed trade repository shall make provision for those matters in its business rules.(2) A licensed trade repository shall not make any amendments to its business rules unless it complies with such requirements as the Authority may prescribe.(3) In this Subdivision, any reference to an amendment to a business rule shall be construed as a reference to a change to the scope of, or to any requirement, obligation or restriction under, the business rule, whether the change is made by an alteration to the text of the business rule or by any other notice issued by or on behalf of the licensed trade repository.(4) Any licensed trade repository which contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part thereof during which the offence continues after conviction.Business rules of licensed trade repositories have effect as contract46R.—

The business rules of a licensed trade repository shall be deemed to be, and shall operate as, a binding contract between the licensed trade repository and each participant.(2) The licensed trade repository and each participant shall be deemed to have agreed to observe, and perform the obligations under, the provisions of the business rules that are in force for the time being, so far as those provisions are applicable to the licensed trade repository or participant, as the case may be.Power of court to order observance or enforcement of business rules46S.—

Where any person who is under an obligation to comply with, observe, enforce or give effect to the business rules of a licensed trade repository fails to do so, the High Court may, on the application of the Authority, the licensed trade repository or a person aggrieved by the failure, and after giving the first-mentioned person an opportunity to be heard, make an order directing the first-mentioned person to comply with, observe, enforce or give effect to those business rules.(2) In this section, “person” includes a licensed trade repository.(3) This section is in addition to, and not in derogation of, any other remedy available to an aggrieved person referred to in subsection (1).Non-compliance with business rules not to substantially affect rights of person46T. Any failure by a licensed trade repository to comply with this Act or its business rules in relation to a matter shall not prevent the matter from being treated, for the purposes of this Act, as done in accordance with the business rules, so long as the failure does not substantially affect the rights of any person entitled to require compliance with the business rules.Subdivision (3) — Matters requiring approval of AuthorityControl of substantial shareholding in licensed trade repository46U.—

No person shall enter into any agreement to acquire shares in a licensed trade repository, being an agreement by virtue of which he would, if the agreement had been carried out, become a substantial shareholder of the licensed trade repository, without first obtaining the approval of the Authority to enter into the agreement.(2) No person shall become either of the following without first obtaining the approval of the Authority:

a 12% controller of a licensed trade repository;

a 20% controller of a licensed trade repository.(3) In subsection (2) —“12% controller”, in relation to a licensed trade repository, means a person, not being a 20% controller, who alone or together with his associates —

holds not less than 12% of the shares in the licensed trade repository; or

is in a position to control not less than 12% of the votes in the licensed trade repository;“20% controller”, in relation to a licensed trade repository, means a person who, alone or together with his associates —

holds not less than 20% of the shares in the licensed trade repository; or

is in a position to control not less than 20% of the votes in the licensed trade repository.(4) In this section —

a person holds a share if —

he is deemed to have an interest in that share under section 7(6) to (10) of the Companies Act (Cap. 50); or

he otherwise has a legal or an equitable interest in that share, except such interest as is to be disregarded under section 7(6) to (10) of the Companies Act;

a reference to the control of a percentage of the votes in a licensed trade repository shall be construed as a reference to the control, whether direct or indirect, of that percentage of the total number of votes that might be cast in a general meeting of the licensed trade repository; and

a person, A, is an associate of another person, B, if —

A is the spouse, a parent, remoter lineal ancestor or step-parent, a son, daughter, remoter issue, step-son or step-daughter or a brother or sister of B;

A is a corporation the directors of which are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B or, where B is a corporation, of the directors of B;

B is a corporation the directors of which are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of A or, where A is a corporation, of the directors of A;

A is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B;

B is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of A;

A is a related corporation of B;

A is a corporation in which B, whether alone or together with other associates of B as described in sub-paragraphs (ii) to (vi), is in a position to control not less than 20% of the votes in A;

B is a corporation in which A, whether alone or together with other associates of A as described in sub‑paragraphs (ii) to (vi), is in a position to control not less than 20% of the votes in B; or

A is a person with whom B has an agreement or arrangement, whether oral or in writing and whether express or implied, to act together with respect to the acquisition, holding or disposal of shares or other interests in, or with respect to the exercise of their votes in relation to, the licensed trade repository.(5) The Authority may grant its approval referred to in subsection (1) or (2) subject to such conditions or restrictions as the Authority may think fit.(6) Without prejudice to subsection (13), the Authority may, for the purposes of securing compliance with subsection (1) or (2) or any condition or restriction imposed under subsection (5), by notice in writing, direct the transfer or disposal of all or any of the shares of a licensed trade repository in which a substantial shareholder, 12% controller or 20% controller of the licensed trade repository has an interest.(7) Until a person to whom a direction has been issued under subsection (6) transfers or disposes of the shares which are the subject of the direction, and notwithstanding anything to the contrary in the Companies Act or the memorandum or articles of association or other constituent document or documents of the licensed trade repository —

no voting rights shall be exercisable in respect of the shares which are the subject of the direction;

the licensed trade repository shall not offer or issue any shares (whether by way of rights, bonus, share dividend or otherwise) in respect of the shares which are the subject of the direction; and

except in a liquidation of the licensed trade repository, the licensed trade repository shall not make any payment (whether by way of cash dividend, dividend in kind or otherwise) in respect of the shares which are the subject of the direction.(8) Any issue of shares by a licensed trade repository in contravention of subsection (7)(b) shall be deemed to be null and void, and a person to whom a direction has been issued under subsection (6) shall immediately return those shares to the licensed trade repository, upon which the licensed trade repository shall return to the person any payment received from the person in respect of those shares.(9) Any payment made by a licensed trade repository in contravention of subsection (7)(c) shall be deemed to be null and void, and a person to whom a direction has been issued under subsection (6) shall immediately return the payment he has received to the licensed trade repository.(10) Without prejudice to sections 46ZL(1) and 337(1), the Authority may, by regulations made under section 46ZJ, exempt all or any of the following from subsection (1) or (2), subject to such conditions or restrictions as the Authority may prescribe in those regulations:

any person or class of persons;

any class or description of shares or interests in shares.(11) Without prejudice to sections 46ZL(2) and 337(3) and (4), the Authority may, by notice in writing, exempt any person, shares or interests in shares from subsection (1) or (2), subject to such conditions or restrictions as the Authority may specify by notice in writing.(12) It shall not be necessary to publish any exemption granted under subsection (11) in the Gazette.(13) Any person who contravenes subsection (1) or (2), or any condition or restriction imposed by the Authority under subsection (5), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part thereof during which the offence continues after conviction.(14) Any person who contravenes subsection (7)(b) or (c), (8) or (9) or any direction issued by the Authority under subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part thereof during which the offence continues after conviction.Approval of chairman, chief executive officer, director and key persons46V.—

No licensed trade repository shall appoint a person as its chairman, chief executive officer or director unless the licensed trade repository has obtained the approval of the Authority.(2) The Authority may, by notice in writing, require a licensed trade repository to obtain the approval of the Authority for the appointment of any person to any key management position or committee of the licensed trade repository, and the licensed trade repository shall comply with the notice.(3) An application for approval under subsection (1) or (2) shall be made in such form and manner as the Authority may prescribe.(4) Without prejudice to the generality of section 46ZJ and to any other matter that the Authority may consider relevant, the Authority may, in determining whether to grant its approval under subsection (1) or (2), have regard to such criteria as the Authority may prescribe or specify in directions issued by notice in writing.(5) Subject to subsection (6), the Authority shall not refuse an application for approval under this section without giving the licensed trade repository an opportunity to be heard.(6) The Authority may refuse an application for approval on any of the following grounds without giving the licensed trade repository an opportunity to be heard:

the person is an undischarged bankrupt, whether in Singapore or elsewhere;

the person has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 6 of the Securities and Futures (Amendment) Act 2012 —

involving fraud or dishonesty or the conviction for which involved a finding that he had acted fraudulently or dishonestly; and

punishable with imprisonment for a term of 3 months or more.(7) Where the Authority refuses an application for approval under this section, the Authority need not give the person who was proposed to be appointed an opportunity to be heard.(8) A licensed trade repository shall, as soon as practicable, give written notice to the Authority of the resignation or removal of its chairman, chief executive officer or director or of any person referred to in the notice issued by the Authority under subsection (2).(9) The Authority may make regulations under section 46ZJ relating to the composition and duties of the board of directors or any committee of a licensed trade repository.(10) In this section, “committee” includes any committee of directors, disciplinary committee or appeals committee of a licensed trade repository, and any body responsible for disciplinary action against a participant of a licensed trade repository.(11) Without prejudice to sections 46ZL(1) and 337(1), the Authority may, by regulations made under section 46ZJ, exempt any licensed trade repository or class of licensed trade repositories from complying with subsection (1) or (8), subject to such conditions or restrictions as the Authority may prescribe in those regulations.(12) Without prejudice to sections 46ZL(2) and 337(3) and (4), the Authority may, by notice in writing, exempt any licensed trade repository from complying with subsection (1) or (8), subject to such conditions or restrictions as the Authority may specify by notice in writing.(13) It shall not be necessary to publish any exemption granted under subsection (12) in the Gazette.(14) Subject to subsections (11) and (12), any licensed trade repository which contravenes subsection (1), (2) or (8) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part thereof during which the offence continues after conviction.Subdivision (4) — Powers of AuthorityPower of Authority to appoint adviser46W.—

The Authority may appoint one or more persons as statutory advisers, on such terms and conditions as the Authority may specify, to advise a licensed trade repository on the proper management of such business or operations of the licensed trade repository as the Authority may determine, where —

the licensed trade repository informs the Authority that it is or is likely to become insolvent, that it is or is likely to become unable to meet its obligations, or that it has suspended or is about to suspend payments;

the licensed trade repository becomes unable to meet its obligations, is insolvent, or suspends payments;

the Authority is of the opinion that the licensed trade repository —

is carrying on its business in a manner likely to be detrimental to the objectives specified in section 46A;

is or is likely to become insolvent, is or is likely to become unable to meet its obligations, or is about to suspend payments; or

has contravened —

any condition or restriction applicable in respect of its trade repository licence;

any direction issued to it by the Authority under this Act; or

any provision in this Act; or

the Authority thinks that it is necessary or expedient in the interests of the public or a section of the public or for the protection of investors to do so.(2) Where the Authority has exercised its power under subsection (1), the Authority may at any time do one or more of the following:

vary or revoke any appointment made by the Authority under subsection (1), on such terms and conditions as the Authority may specify;

appoint another statutory adviser in accordance with subsection (1) in place of or in addition to the statutory adviser earlier appointed;

add to, vary or revoke any term or condition specified by the Authority under this section.(3) No liability shall be incurred by a statutory adviser for anything done (including any statement made) or omitted to be done with reasonable care and in good faith in the course of or in connection with —

the exercise or purported exercise of any power under this Act;

the performance or purported performance of any function or duty under this Act; or

the compliance or purported compliance with this Act.(4) The Authority may at any time fix the remuneration and expenses to be paid by a licensed trade repository to a statutory adviser appointed in relation to the licensed trade repository, whether or not the appointment has been terminated.(5) A licensed trade repository shall reimburse the Authority for any remuneration and expenses paid by the Authority to a statutory adviser that is payable by the licensed trade repository to the statutory adviser.Additional powers of Authority in respect of auditors46X.—

If an auditor of a licensed trade repository, in the course of the performance of his duties, becomes aware of any matter or irregularity referred to in the following paragraphs, he shall immediately send to the Authority a written report of that matter or irregularity:

any matter which, in his opinion, adversely affects or may adversely affect the financial position of the licensed trade repository to a material extent;

any matter which, in his opinion, constitutes or may constitute a breach of any provision of this Act or an offence involving fraud or dishonesty;

any irregularity that has or may have a material effect upon the accounts of the licensed trade repository, including any irregularity that affects or jeopardises, or may affect or jeopardise, the funds or property of investors.(2) An auditor of a licensed trade repository shall not, in the absence of malice on his part, be liable to any action for defamation at the suit of any person in respect of any statement made in his report under subsection (1).(3) Subsection (2) shall not restrict or affect any right, privilege or immunity that the auditor of a licensed trade repository may have, apart from this section, as a defendant in an action for defamation.(4) The Authority may impose all or any of the following duties on an auditor of a licensed trade repository, and the auditor shall carry out the duties so imposed:

a duty to submit such additional information and reports in relation to his audit as the Authority considers necessary;

a duty to enlarge, extend or alter the scope of his audit of the business and affairs of the licensed trade repository;

a duty to carry out any other examination or establish any procedure in any particular case;

a duty to submit a report on any matter arising out of his audit, examination or establishment of procedure referred to in paragraph (b) or (c).(5) The licensed trade repository shall remunerate the auditor in respect of the discharge by him of all or any of the duties referred to in subsection (4).Emergency powers of Authority46Y.—

Where the Authority has reason to believe that an emergency exists, or thinks that it is necessary or expedient in the interests of the public or a section of the public or for the protection of investors, the Authority may direct by notice in writing a licensed trade repository to take such action as the Authority considers necessary to maintain or restore the safe and efficient operation of the licensed trade repository.(2) Where a licensed trade repository fails to comply with any direction of the Authority under subsection (1) within such time as is specified by the Authority, the Authority may take such action as the Authority thinks fit to maintain or restore the safe and efficient operation of the licensed trade repository.(3) In this section, “emergency” includes —

any threatened or actual market manipulation;

any act of any government affecting any commodity or securities;

any major market disturbance which prevents a market from accurately reflecting the forces of supply and demand for such commodity or securities; or

any undesirable situation or practice which, in the opinion of the Authority, constitutes an emergency.(4) The Authority may modify any action taken by a licensed trade repository under subsection (1), including the setting aside of that action.(5) Any person who is aggrieved by any action taken by the Authority, or by a licensed trade repository, under this section may, within 30 days after the person is notified of the action, appeal to the Minister, whose decision shall be final.(6) Notwithstanding the lodging of an appeal under subsection (5), any action taken by the Authority, or by a licensed trade repository, under this section shall continue to have effect pending the decision of the Minister.(7) The Minister may, when deciding an appeal under subsection (5), make such modification as he considers necessary to any action taken by the Authority, or by a licensed trade repository, under this section, and any such modified action shall have effect from the date of the decision of the Minister.(8) Any licensed trade repository which fails to comply with a direction issued under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part thereof during which the offence continues after conviction.Power of Authority to remove officers of licensed trade repository46Z.—

Where the Authority is satisfied that any of the following applies to an officer of a licensed trade repository, the Authority may, if it thinks it necessary in the interests of the public or a section of the public or for the protection of investors, by notice in writing direct the licensed trade repository to remove the officer from his office or employment, and the licensed trade repository shall comply with such notice, notwithstanding the provisions of section 152 of the Companies Act (Cap. 50) or anything in any other law or in the memorandum or articles of association or other constituent document or documents of the licensed trade repository:

the officer has wilfully contravened, or wilfully caused the licensed trade repository to contravene, this Act or the business rules of the licensed trade repository;

the officer has, without reasonable excuse, failed to ensure compliance with this Act, or with the business rules of the licensed trade repository, by the licensed trade repository, by a participant of the licensed trade repository or by a person associated with that participant;

the officer has failed to discharge the duties or functions of his office or employment;

the officer is an undischarged bankrupt, whether in Singapore or elsewhere;

the officer has had execution against him in respect of a judgment debt returned unsatisfied in whole or in part;

the officer has, whether in Singapore or elsewhere, made a compromise or scheme of arrangement with his creditors, being a compromise or scheme of arrangement that is still in operation;

the officer has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 6 of the Securities and Futures (Amendment) Act 2012, involving fraud or dishonesty or the conviction for which involved a finding that he had acted fraudulently or dishonestly.(2) Without prejudice to any other matter that the Authority may consider relevant, the Authority may, in determining whether an officer of a licensed trade repository has failed to discharge the duties or functions of his office or employment for the purposes of subsection (1)(c), have regard to such criteria as the Authority may prescribe or specify in directions issued by notice in writing.(3) Subject to subsection (4), the Authority shall not direct a licensed trade repository to remove an officer from his office or employment without giving the licensed trade repository an opportunity to be heard.(4) The Authority may direct a licensed trade repository to remove an officer from his office or employment under subsection (1) on any of the following grounds without giving the licensed trade repository an opportunity to be heard:

the officer is an undischarged bankrupt, whether in Singapore or elsewhere;

the officer has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 6 of the Securities and Futures (Amendment) Act 2012 —

involving fraud or dishonesty or the conviction for which involved a finding that he had acted fraudulently or dishonestly; and

punishable with imprisonment for a term of 3 months or more.(5) Where the Authority directs a licensed trade repository to remove an officer from his office or employment under subsection (1), the Authority need not give that officer an opportunity to be heard.(6) Any licensed trade repository that is aggrieved by a direction of the Authority made in relation to the licensed trade repository under subsection (1) may, within 30 days after the licensed trade repository is notified of the direction, appeal to the Minister, whose decision shall be final.(7) Notwithstanding the lodging of an appeal under subsection (6), any action taken by the Authority under this section shall continue to have effect pending the decision of the Minister.(8) The Minister may, when deciding an appeal under subsection (6), make such modification as he considers necessary to any action taken by the Authority under this section, and such modified action shall have effect from the date of the decision of the Minister.(9) Subject to subsection (10), no criminal or civil liability shall be incurred by a licensed trade repository in respect of any thing done or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of its obligations under this section.(10) Any licensed trade repository which, without reasonable excuse, contravenes a written notice issued under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part thereof during which the offence continues after conviction.Subdivision (5) — ImmunityImmunity from criminal or civil liability46ZA.—

No criminal or civil liability shall be incurred by a licensed trade repository, or by any person specified in subsection (2), for any thing done (including any statement made) or omitted to be done with reasonable care and in good faith in the course of, or in connection with, the discharge or purported discharge of the obligations of the licensed trade repository under this Act or under the business rules of the licensed trade repository.(2) For the purposes of subsection (1), the specified person is any person acting on behalf of the licensed trade repository, including —

any director of the licensed trade repository; or

any member of any committee established by the licensed trade repository.Division 3 — Regulation of Licensed Foreign Trade RepositoriesGeneral obligations46ZB.—

A licensed foreign trade repository —

shall operate in a safe and efficient manner in its capacity as a trade repository;

shall manage any risks associated with its business and operations prudently;

in discharging its obligations under this Act, shall not act contrary to the interests of the public, having particular regard to the interests of the investing public;

shall ensure that access for participation in the licensed foreign trade repository is subject to criteria that are fair and objective, and that are designed to ensure the safe and efficient functioning of the licensed foreign trade repository and to protect the interests of the investing public;

shall maintain business rules that make satisfactory provision for the licensed foreign trade repository to be operated in a safe and efficient manner;

shall enforce compliance by its participants with its business rules;

shall have sufficient financial, human and system resources —

to operate in a safe and efficient manner in its capacity as a trade repository;

to meet contingencies or disasters; and

to provide adequate security arrangements;

shall ensure that the Authority is provided with access to all information on transactions reported to the licensed foreign trade repository;

shall maintain governance arrangements that are adequate for the licensed foreign trade repository to be operated in a safe and efficient manner; and

shall ensure that it appoints or employs fit and proper persons as its chairman, chief executive officer, directors and key management officers.(2) In subsection (1)(g), “contingencies or disasters” includes technical disruptions occurring within automated systems.Obligation to manage risks prudently46ZC. Without prejudice to the generality of section 46ZB(1)(b), a licensed foreign trade repository shall —

ensure that the systems and controls concerning the assessment and management of risks to the licensed foreign trade repository are adequate and appropriate for the scale and nature of its operations; and

have adequate arrangements, processes, mechanisms or services to collect and maintain information on transactions reported to the licensed foreign trade repository.Obligation to notify Authority of certain matters46ZD. A licensed foreign trade repository shall, as soon as practicable after the occurrence of any of the following circumstances, give the Authority notice of the circumstance:

any material change to the information provided by the licensed foreign trade repository in its application under section 46D(2);

the licensed foreign trade repository becoming aware of any financial irregularity or other matter which in its opinion may affect its ability to discharge its financial obligations;

any other matter that the Authority may —

prescribe by regulations made under section 46ZJ for the purposes of this paragraph; or

specify by notice in writing to the licensed foreign trade repository in any particular case.Obligation to maintain proper records46ZE.—

A licensed foreign trade repository shall maintain a record of all transactions reported to the licensed foreign trade repository.(2) The Authority may prescribe by regulations made under section 46ZJ —

the form and manner in which the record referred to in subsection (1) shall be maintained;

the information and details relating to each transaction that are to be maintained in the record; and

the period of time that the record is to be maintained.Obligation to submit periodic reports46ZF. A licensed foreign trade repository shall submit to the Authority such reports in such form and manner, and at such frequency, as the Authority may prescribe.Obligation to assist Authority46ZG. A licensed foreign trade repository shall provide such assistance to the Authority as the Authority may require for the performance of the functions and duties of the Authority, including —

the furnishing of such returns as the Authority may require for the proper administration of this Act; and

the provision of —

such books and information as the Authority may require for the proper administration of this Act, being books and information —

relating to the business or operations of the licensed foreign trade repository; or

in respect of any transaction or class of transactions reported to the licensed foreign trade repository; and

such other information as the Authority may require for the proper administration of this Act.Obligation to maintain confidentiality46ZH.—

Subject to subsection (2), a licensed foreign trade repository and its officers and employees shall maintain, and aid in maintaining, the confidentiality of all user information or transaction information that —

comes to the knowledge of the licensed foreign trade repository or any of its officers or employees; or

is in the possession of the licensed foreign trade repository or any of its officers or employees.(2) Subsection (1) shall not apply to —

the disclosure of user information or transaction information for such purposes, or in such circumstances, as the Authority may prescribe;

any disclosure of user information or transaction information which is authorised by the Authority to be disclosed or furnished; or

the disclosure of user information or transaction information pursuant to any requirement imposed under any written law or order of court in Singapore.(3) For the avoidance of doubt, nothing in this section shall be construed as preventing a licensed foreign trade repository from entering into a written agreement with a participant which obliges the licensed foreign trade repository to maintain a higher degree of confidentiality than that specified in this section.(4) A licensed foreign trade repository shall comply with such other requirements relating to confidentiality as the Authority may prescribe.Penalties under this Division46ZI. Any licensed foreign trade repository which contravenes section 46ZB(1), 46ZC, 46ZD, 46ZE(1), 46ZF, 46ZG or 46ZH(1) or (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part thereof during which the offence continues after conviction.Division 4 — General Powers of AuthorityPower of Authority to make regulations46ZJ.—

Without prejudice to section 341, the Authority may make regulations for the purposes of this Part, including regulations relating to —

the grant of a trade repository licence or foreign trade repository licence;

the requirements applicable to a licensed trade repository or licensed foreign trade repository;

the measures that a licensed trade repository or licensed foreign trade repository shall adopt for the purposes of managing or mitigating risks;

the maintenance of records of transactions reported to a licensed trade repository or licensed foreign trade repository; and

the submission of reports by a licensed trade repository or licensed foreign trade repository.(2) Regulations made under this section may provide —

that a contravention of any specified provision thereof shall be an offence; and

for a penalty not exceeding a fine of $150,000 or imprisonment for a term not exceeding 12 months or both for each offence and, in the case of a continuing offence, for a further penalty not exceeding a fine of 10% of the maximum fine prescribed for that offence for every day or part thereof during which the offence continues after conviction.Power of Authority to issue directions46ZK.—

The Authority may issue directions, whether of a general or specific nature, by notice in writing, to a licensed trade repository or licensed foreign trade repository, if the Authority thinks it necessary or expedient —

for ensuring the safe and efficient operation of the licensed trade repository or licensed foreign trade repository, or of licensed trade repositories or licensed foreign trade repositories in general;

for ensuring the integrity and stability of the capital markets or the financial system;

in the interests of the public or a section of the public or for the protection of investors;

for the effective administration of this Act; or

for ensuring compliance with any condition or restriction as may be imposed by the Authority under section 46E(3) or (4), 46K(2), 46U(5) or (10), 46V(11) or (12) or 46ZL(1) or (2), or such other obligations or requirements under this Act or as may be prescribed by the Authority.(2) Without prejudice to the generality of subsection (1), the Authority may issue directions, by notice in writing, to a licensed trade repository or licensed foreign trade repository —

with respect to the publication of any information relating to any transaction reported to the licensed trade repository or licensed foreign trade repository, as the case may be; or

for ensuring that the Authority and such other entities as the Authority may specify are provided with access to any information on any transaction reported to the licensed trade repository or licensed foreign trade repository.(3) A licensed trade repository or licensed foreign trade repository shall comply with every direction issued to it under subsection (1) or (2).(4) Any licensed trade repository or licensed foreign trade repository which, without reasonable excuse, contravenes a direction issued to it under subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part thereof during which the offence continues after conviction.(5) It shall not be necessary to publish any direction issued under subsection (1) or (2) in the Gazette.Power of Authority to exempt licensed trade repository or licensed foreign trade repository from provisions of this Part46ZL.—

Without prejudice to section 337(1), the Authority may, by regulations made under section 46ZJ, exempt any licensed trade repository, licensed foreign trade repository, or class of licensed trade repositories or licensed foreign trade repositories from any provision of this Part, subject to such conditions or restrictions as the Authority may prescribe in those regulations.(2) Without prejudice to section 337(3) and (4), the Authority may, by notice in writing, exempt any licensed trade repository or licensed foreign trade repository from any provision of this Part, subject to such conditions or restrictions as the Authority may specify by notice in writing, if the Authority is satisfied that the non-compliance by that licensed trade repository or licensed foreign trade repository with that provision will not detract from the objectives specified in section 46A.(3) It shall not be necessary to publish any exemption granted under subsection (2) in the Gazette.”.