Clause 187

the documents evidencing title to which are deposited by a depositor with the Depository and are registered in the name of the Depository or its nominee; and (b)which are transferable by way of book‑entry in the Depository Register and not by way of an instrument of transfer;“Central Depository System” means the Central Depository System referred to in section 81SH(1);“constitution” means —

the constitution;

the memorandum of association, the articles of association, or both; or

any other constitutive document,of a corporation;“Court” means the High Court or a judge thereof;“debenture” has the same meaning as in section 4(1) of the Companies Act (Cap. 50);“depositor” means an account holder or a depository agent but does not include a sub‑account holder;“Depository” means The Central Depository (Pte) Limited or any other corporation approved by the Authority as a depository company or corporation for the purposes of this Act, which operates the Central Depository System for the holding and transfer of book‑entry securities;“depository agent” means a member of the SGX‑ST, a trust company (licensed under the Trust Companies Act (Cap. 336)), a bank licensed under the Banking Act (Cap. 19), any merchant bank approved as a financial institution under the Monetary Authority of Singapore Act (Cap. 186)) or any other person or body approved by the Depository who or which —

performs services as a depository agent for sub‑account holders in accordance with the terms of a depository agent agreement entered into between the Depository and the depository agent;

deposits book‑entry securities with the Depository on behalf of the sub‑account holders; and

establishes an account in its name with the Depository;“Depository Register” means a register maintained by the Depository in respect of book‑entry securities;“depository rules” means the rules made by the Depository in relation to the operation of the Central Depository System and includes the Central Depository Rules and Procedures made by the Depository pursuant to its constitution (as the same may be amended from time to time) and any rule made by the Depository with regard to payment of fees to the Depository;“derivative instruments”, in relation to debentures, stocks and shares, includes warrants, transferable subscription rights, options to subscribe for stocks or shares, convertibles, depository receipts and such other instruments as the Authority may prescribe by regulations for the purposes of the definition;“documents evidencing title” means —

in the case of stocks, shares, debentures or any derivative instruments related thereto of a company or debentures or any derivative instruments related thereto of the Government — the stock certificates, share certificates, debenture certificates or certificates representing the derivative instrument, as the case may be; and (b)in the case of stocks, shares, debentures or any derivative instruments related thereto of a foreign company or debentures or any derivative instruments related thereto of a foreign government or of an international body, or any other securities — such documents or other evidence of title thereto, as the Depository may require; “instrument” includes a deed or any other instrument in writing;“international body” means the Asian Development Bank, the International Bank for Reconstruction and Development, the International Monetary Fund, the European Bank for Reconstruction and Development and such other international bodies as the Authority may prescribe by regulations;“securities” has the same meaning as in section 2(1), but includes derivative instruments;“SGX‑ST” means the Singapore Exchange Securities Trading Limited;“sub‑account holder” means a holder of an account maintained with a depository agent.Application of this Part81SG.—

This Part shall apply only to —

book‑entry securities; and (b)designated securities, as if a reference to book‑entry securities includes a reference to designated securities.(2) The application of this Part to designated securities under subsection (1)(b) shall be subject to such modifications as the Authority may prescribe by regulations, and different modifications may be prescribed for different classes of designated securities.(3) In this section, “designated securities” means such securities as may be accepted or designated by the Depository or its nominee for deposit, custody, clearing or book‑entry settlement.Central Depository System81SH.—

The Central Depository System established by the repealed section 130C of the Companies Act (Cap. 50) on 12 November 1993 shall continue on or after the date of commencement of section 187 of the Companies (Amendment) Act 2014 as if it had been established under this section.(2) The following shall be carried out using the computerised Central Depository System in accordance with the depository rules:

the deposit of documents evidencing title in respect of securities (with where applicable, in the case of shares or registered debentures, proper instruments of transfer duly executed) with the Depository and registration of such documents in the name of the Depository or its nominee; (b)maintenance of accounts by the Depository in the names of the depositors so as to reflect the title of the depositors to the book‑entry securities; and (c)effecting transfers of the book‑entry securities electronically, and not by any other means, by the Depository and making an appropriate entry in the Depository Register of the book‑entry securities that have been transferred.Depository or nominee deemed to be bare trustee81SI.—

The Depository or its nominee shall be deemed to hold the book‑entry securities deposited with it as a bare trustee for the collective benefit of depositors.(2) Subject to subsections (3) and (4), a depositor shall not have any right to specific book‑entry securities deposited with the Depository or its nominee but shall be entitled to a pro rata share computed on the basis of the book‑entry securities credited to one or more accounts in the name of the depositor.(3) A depository agent shall be deemed to hold book‑entry securities deposited in its name with the Depository or its nominee, on behalf of any sub‑account holder, as a bare trustee.(4) A sub‑account holder shall not have any right to specific book‑entry securities deposited with the Depository or its nominee but shall be entitled to a pro rata share computed on the basis of the book‑entry securities credited to one or more accounts maintained by the sub‑account holder with a depository agent.Depository not member of company and depositors deemed to be members81SJ.—

Notwithstanding anything in the Companies Act (Cap. 50) or any other written law or rule of law or in any instrument or in the constitution of a corporation, where book‑entry securities of the corporation are deposited with the Depository or its nominee —

the Depository or its nominee (as the case may be) shall be deemed not to be a member of the corporation; and (b)the persons named as the depositors in a Depository Register shall, for such period as the book‑entry securities are entered against their names in the Depository Register, be deemed to be —

members of the corporation in respect of the amount of book‑entry securities (relating to the stocks or shares issued by the corporation) entered against their respective names in the Depository Register; or (ii)holders of the amount of the book‑entry securities (relating to the debentures or any derivative instrument) entered against their respective names in the Depository Register. (2) Notwithstanding anything in the Companies Act or any other written law or rule of law or in any instrument or in the constitution of a corporation, where book‑entry securities relating to units in any collective investment scheme (whether or not constituted as a corporation) are deposited with the Depository or its nominee —

the Depository or its nominee (as the case may be) shall be deemed not to be a holder of the book‑entry securities; and (b)the persons named as the depositors in a Depository Register shall, for such period as the book‑entry securities are entered against their names in the Depository Register, be deemed to be holders of the amount of the book‑entry securities entered against their respective names in the Depository Register.(3) Nothing in this Part shall be construed as affecting —

the obligation of a public company to keep —

a register of its members under section 190 of the Companies Act and allow inspection of the register under section 192 of the Companies Act; and (ii)a register of holders of debentures issued by the company under section 93 of the Companies Act and allow inspection of the register under that section, except that the company shall not be obliged to enter in such registers the names and particulars of persons who are deemed members or holders of debentures under subsection (1)(b);

the right of a depositor to withdraw his documents evidencing title in respect of securities from the Depository at any time in accordance with the rules of the Depository and to register them in his or any other name; or (c)the enjoyment of any right, power or privilege conferred by, or the imposition of any liability, duty or obligation under the Companies Act, any rule of law or under any instrument or under the constitution of a corporation upon a depositor, as a member of a corporation or as a holder of debentures or any derivative instruments except to the extent provided for in this Part or prescribed by regulations made thereunder.(4) Notwithstanding any provision in the Companies Act, a depositor shall not be regarded as a member of a company entitled to attend any general meeting of the company and to speak and vote thereat unless his name appears on the Depository Register 72 hours before the general meeting. (5) The payment by a corporation to the Depository of any dividend payable to a depositor shall, to the extent of the payment made, discharge the corporation from any liability in respect of that payment.Depository to certify names of depositors to corporation upon request81SK. The Depository shall certify the names of persons on the Depository Register to a corporation in accordance with the rules of the Depository upon a written request being made to it by the corporation.Maintenance of accounts81SL. The Depository shall maintain accounts of book‑entry securities on behalf of depositors in accordance with the rules of the Depository.Transfers effected by Depository under book‑entry clearing system81SM.—

Subject to this Part, a transfer of book‑entry securities between depositors shall be effected, notwithstanding anything in the Companies Act (Cap. 50) or any other written law or rule of law or in any instrument or in a corporation’s constitution to the contrary, by the Depository making an appropriate entry in its Depository Register.(2) A transfer of securities by the Depository by way of book‑entry to a depositor under this Part shall be valid and shall not be challenged in any Court on the ground that the transfer is not accompanied by a proper instrument of transfer or that otherwise the transfer is not made in writing.Depository to be discharged from liability if acting on instructions81SN.—

Subject to the regulations, the Depository, if acting in good faith and without negligence, shall not be liable for conversion or for any breach of trust or duty where the Depository has, in respect of book‑entries in accounts maintained by it, made entries regarding the book‑entry securities, or transferred or delivered the book‑entry securities, according to the instructions of a depositor notwithstanding that the depositor had no right to dispose of or take any other action in respect of the book‑entry securities.(2) The Depository or a depository agent, if acting in good faith and without negligence, shall be fully discharged of its obligations to the account holder or sub‑account holder by the transfer or delivery of book‑entry securities upon the instructions of the account holder or sub‑account holder, as the case may be.(3) The Depository, if acting in good faith and without negligence, shall be fully discharged of its obligations to a depository agent by the transfer or delivery of book‑entry securities upon the instructions of the depository agent.(4) For the purposes of this section, the Depository or a depository agent is not to be treated as having been negligent by reason only of its failure to concern itself with whether or not the depositor or sub‑account holder, as the case may be, has a right to dispose of or take any other action in respect of the book‑entry securities or to issue the instructions.Confirmation of transaction81SO. The Depository shall, in accordance with the depository rules, issue to each account holder and to each sub‑account holder through his depository agent, following upon any transaction affecting book‑entry securities maintained for such account holder by the Depository and maintained for such sub‑account holder by his depository agent under this Part, a confirmation note which shall specify the amount and description of the book‑entry securities and any other relevant transaction information.No rectification of Depository Register81SP.—

Notwithstanding anything in the Companies Act (Cap. 50) or any written law or rule of law, no order shall be made by the Court for rectification of the Depository Register; subject to that where the Court is satisfied that —

a depositor did not consent to a transfer of the book‑entry securities; or

a depositor should not have been registered in the Depository Register as having title to the book‑entry securities,the Court may award damages to the first‑mentioned depositor or to any person who would have been entitled to be registered in the Depository Register as having title to the book‑entry securities, as the case may be, on such terms as the Court thinks to be equitable or make such other order as the Court thinks fit including an order for the transfer of book‑entry securities to such depositor or person.(2) Where provisions exist in the constitution of a corporation that entitle a corporation to refuse registration of a transfer of book‑entry securities, the corporation may in relation to any transfer to which it objects, notify the Depository in writing of its refusal before the transfer takes place and furnish the Depository with the facts upon which such refusal is considered to be justified.(3) Where the Depository has had prior notice of the corporation’s refusal under subsection (2) (but not otherwise), the Depository shall refuse to effect the transfer and to enter the name of the transferee in the Depository Register and thereupon convey the facts upon which such refusal is considered to be justified to the transferee.(4) Section 130AB of the Companies Act shall not apply to any refusal to register a transfer under subsections (2) and (3).Trustee, executor or administrator of deceased depositor named as depositor81SQ.—

Any trustee, executor or administrator of the estate of a deceased depositor whose name was entered in the Depository Register as owner or as having an interest in book‑entry securities may open an account with the Depository and have his name entered in the Depository Register so as to reflect the interest of the trustee, executor or administrator in the book‑entry securities.(2) Subject to this section, no notice of any trust expressed, implied or constructive shall be entered in the Depository Register and no liabilities shall be affected by anything done in pursuance of subsection (1) or pursuant to the law of any other place which corresponds to this section and the Depository and the issuer of the book‑entry securities shall not be affected with notice of any trust by anything so done.Non‑application of certain provisions in bankruptcy and company liquidation law81SR. Where by virtue of the provisions of any written law in relation to bankruptcy or company liquidation it is provided that —

any disposition of the property of a company after commencement of a winding up shall be void, unless the Court orders otherwise; or

any disposition of the property of a person who is adjudged bankruptcy after the making of an application for a bankruptcy order and before vesting of the bankrupt’s estate in a trustee shall be void unless done with the consent or ratification of the Court,those provisions shall not apply to any disposition of book‑entry securities; but where a Court is satisfied that a party to the disposition, being a party other than the Depository, had notice that an application has been made for the winding up or bankruptcy of the other party to the disposition, it may award damages against that party on such terms as it thinks equitable or make such other order as the Court thinks fit, including an order for the transfer of book‑entry securities by that party but not an order for the rectification of the Depository Register.Security interest81SS.—

Except as provided in this section or any other written law or any regulations made under section 81SU, no security interest may be created in book‑entry securities.(2) A security interest in book‑entry securities to secure the payment of a debt or liability may be created in favour of any depositor in the following manner:

by way of assignment, by an instrument of assignment in the prescribed form executed by the assignor; or

by way of charge, by an instrument of charge in the prescribed form executed by the chargor,if no security interest in any book‑entry securities subsequent to any assignment or charge thereof may be created by the assignor or the chargor, as the case may be, in favour of any other person and any such assignment or charge shall be void.(3) Upon receipt of the instrument of assignment, the Depository shall immediately, by way of an off‑market transaction, transfer the book‑entry securities to the assignee and thereafter notify the assignor and the assignee of the transfer in the prescribed manner.(4) Upon receipt of the instrument of charge, the Depository shall immediately register the instrument in a register of charges maintained by the Depository and thereafter notify the chargor and the chargee in the prescribed manner.(5) The register of charges shall not be open to inspection to any person other than the chargor or the chargee or their authorised representatives and except for the purpose of the performance of its duties or the exercise of its functions or when required to do so by any court or under the provisions of any written law, the Depository shall not disclose to any unauthorised person any information contained in the register of charges.(6) An assignment or a charge made in accordance with the provisions of this section, but not otherwise, shall have effect upon the Depository transferring the book‑entry securities or endorsing the charge in the register of charges except that the instrument of assignment or charge shall not have any effect if on the date of receipt of such instrument, the number of book‑entry securities in the account of the assignor or chargor is less than the number of book‑entry securities specified in such instrument.(7) The provisions of section 81SJ(1), (2) and (3) shall apply to an assignment of book‑entry securities made under this section.(8) An assignee or a registered chargee of book‑entry securities shall have the following powers:

a power, when the loan or liability has become due and payable, to sell the book‑entry securities or any part thereof and in the case of a chargee he shall have the power to sell the book‑entry securities or any part thereof in the name of and for and on behalf of the chargor; and

any other power which may be granted to him in writing by the assignor or chargor in relation to the book‑entry securities provided that the Depository shall not be concerned with or affected by the exercise of any such power.(9) Nothing in subsection (8) shall be construed as imposing on the Depository a duty to ascertain whether the power of sale has become exercisable or has been lawfully exercised by the assignee or chargee.(10) No book‑entry securities assigned by way of security or charged in accordance with the provisions of this section may be —

transferred by way of an off‑market transaction to the assignor save upon the production of a duly executed re‑assignment in the prescribed form; or (b)transferred by the chargor, by way of sale or otherwise, save upon the production of a duly executed discharge or charge in the prescribed form.(11) Upon the sale by the assignee or the chargee in exercise of his power of sale of any book‑entry securities assigned or charged in accordance with the provisions of this section, the assignee or the chargee shall immediately notify the Depository of the sale and the particulars of the book‑entry securities sold by him, and the Depository shall —

in the case of the sale by the assignee, notify the assignor of the sale; and (b)in the case of the sale by the chargee, effect a transfer of the book‑entry securities to the buyer in accordance with section 81SM and notify the chargor of the transfer,and the provisions of sections 81SO, 81SP and 81SR shall apply, with the necessary modifications, to a transfer effected pursuant to this section.(12) Upon fulfilling his obligations under an assignment by way of security or a charge, the assignor or the chargor shall be entitled to obtain from the assignee or chargee a re‑assignment or a discharge of charge, as the case may be, of the whole or part of the book‑entry securities.(13) A re‑assignment or discharge of charge shall be effected by the Depository by transferring the book‑entry securities to the assignor or cancelling the endorsement of charge in the register of charges and in the account of the chargor, as the case may be.(14) Book‑entry securities may be assigned by way of security by an assignee or charged in the prescribed form by a chargee to secure the payment of any debt or liability of the assignee or the chargee, as the case may be, in accordance with the provisions of this section provided that no book‑entry security may be charged by a chargee subsequent to any sub‑charge.(15) All acts, powers and rights which might previously have been done or exercised by the chargee thereunder in relation to the book‑entry securities may thereafter be done or exercised by the sub‑chargee, and, except with the consent of the sub‑chargee, shall not be done or exercised by the chargee thereunder during the currency of the sub‑charge.(16) Upon the sale by the sub‑chargee in exercise of his power of sale of any book‑entry securities in accordance with the provisions of this section, the provisions of subsection (11), in respect of a sale by a chargee, shall apply with the necessary modifications to the sale by the sub‑chargee.(17) Nothing in subsection (14) shall affect the rights or liabilities of the original assignor or chargor of the book‑entry securities under subsections (12) and (13) and he shall be entitled to a re‑assignment or discharge of charge from the assignee or chargee free from all subsequent security interests created without his consent upon satisfying his indebtedness or liability to the assignee or the chargee.(18) The provisions of section 81SN shall apply to relieve the Depository and its servants or agents of any liability in respect of any act done or omission made under this section as if references to depositor include references to assignee, chargee or sub‑chargee, as the case may be.(19) Nothing in this section shall affect the validity and operation of floating charges on book‑entry securities created under the common law before or after 12 November 1993, but that the Depository shall not be required to recognise, even when having notice thereof, any equitable interest in any book‑entry securities under a floating charge except the power of the chargee, upon the crystallisation of the floating charge, to sell the book‑entry securities in the name of the chargor in accordance with the provisions of this section.(20) Nothing in subsection (19) shall be construed as imposing on the Depository a duty to ascertain whether the power of sale pursuant to a floating charge has become exercisable or has been lawfully exercised.(21) A member of SGX‑ST shall have a lien over the unpaid book‑entry securities purchased for the account of its customer which shall be enforceable by sale in accordance with and subject to the provisions of this section as if the same had been charged to him under this section except that the member shall not be obliged to notify the Depository of the sale or the particulars of the book‑entry securities sold by him.(22) Any security interest on book‑entry securities created before 12 November 1993 and subsisting or in force on that date shall continue to have effect as if the Companies (Amendment) Act 1993 (Act 22 of 1993) had not been enacted.(23) In this section, “off‑market transaction” means a transaction effected outside the SGX‑ST.Depository rules to be regarded as rules of securities exchange that are subject to this Act81ST.—

Depository rules in relation to the operation of the Central Depository System, including any amendments made thereto from time to time, shall be regarded as having the same force and effect as if made by a securities exchange and shall likewise be subject to the provisions of this Act.(2) Without prejudice to the generality of subsection (1), sections 23 and 25 shall apply to the depository rules under subsection (1) as they apply to rules made by a securities exchange.Power of Authority to make regulations81SU.—

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

rights and obligations of persons in relation to securities dealt with under the Central Depository System; (b)procedures for the deposit and custody of securities and the transfer of title to book‑entry securities and the regulation of persons concerned in that operation;

matters relating to security interest in book‑entry securities;

keeping of depositors’ accounts by the Depository and sub‑accounts by the depository agents; (e)keeping of the Depository Register and of records generally;

safeguards for depositors including the maintenance of insurance and the establishment and maintenance of compensation funds by the Depository for the purpose of settling claims by depositors;

matters relating to linkages between the Depository and other securities depositories (by whatever name called) established and maintained outside Singapore;

any requirement for fees charged by the Depository to be approved by the Authority;

the modification or exclusion of any provision of any written law, rule of law, any instrument or constitution;

the application, with such modifications as may be required, of the provisions of any written law, instrument or constitution; and

such supplementary, incidental, saving or transitional provisions as may be necessary or expedient.(2) Regulations made under this section may provide —

that the Authority may require the Depository to furnish it with such information or documents as the Authority considers necessary for such approval; and

that any contravention of any specified provision in the regulations shall be an offence punishable with a fine not exceeding $150,000 and, in the case of a continuing offence, with a further fine not exceeding 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 written directions81SV.—

The Authority may, if it thinks it necessary or expedient in the public interest or for the protection of investors, issue written directions, either of a general or specific nature, to the Depository or the depository agent, to comply with such requirements as the Authority may specify in the written direction. (2) Without prejudice to the generality of subsection (1), any written direction may be issued with respect to the discharge of the duties or functions of the Depository or depository agent.(3) The Depository and the depository agent shall comply with any direction made under subsection (1).(4) Before giving directions under subsection (1), the Authority may consult the Depository or the depository agent and afford it an opportunity to make representations. (5) It shall not be necessary to publish any direction given under subsection (1) in the Gazette.”.