Clause 82

by deleting subsections (1), (2) and (3) and substituting the following subsections:“(1) Subject to this section and sections 163A and 163B, it shall not be lawful for a company (other than an exempt private company) —

to make a loan or quasi‑loan to another company or a limited liability partnership; (b)to enter into any guarantee or provide any security in connection with a loan or quasi‑loan made to another company or a limited liability partnership by a person other than the first‑mentioned company;

to enter into a credit transaction as creditor for the benefit of another company or a limited liability partnership; or

to enter into any guarantee or provide any security in connection with a credit transaction entered into by any person for the benefit of another company or a limited liability partnership,if a director or directors of the first‑mentioned company is or together are interested in 20% or more of the total voting power in the other company or the limited liability partnership, as the case may be, unless there is prior approval by the company in general meeting for the making of, provision for or entering into the loan, quasi‑loan, credit transaction, guarantee or security (as the case may be) at which the interested director or directors and his or their family members abstained from voting.(2) Subsection (1) shall extend to apply to —

a loan or quasi‑loan made by a company (other than an exempt private company) to another company or a limited liability partnership;

a credit transaction made by a company (other than an exempt private company) for the benefit of another company or to a limited liability partnership; and (c)a guarantee entered into or security provided by a company (other than an exempt private company) in connection with a loan or quasi‑loan made to another company or a limited liability partnership by a person other than the first‑mentioned company or with a credit transaction made for the benefit of another company or a limited liability partnership entered into by a person other than the first‑mentioned company, where such other company or such limited liability partnership is incorporated or formed, as the case may be, outside Singapore, if a director or directors of the first‑mentioned company have an interest in the other company or the limited liability partnership, as the case may be.(3) For the purposes of subsection (2), a director or directors of a company —

have an interest in the other company if —

in the case of a company with a share capital, the director or directors is or together are interested in 20% or more of the total voting power in the other company; or

in the case of a company without a share capital, the director or directors exercises or together exercise control over the other company (whether by reason of having the power to appoint directors or otherwise); or

have an interest in a limited liability partnership if the director or directors is or together are interested in 20% or more of the total voting power in the limited liability partnership.(3A) Subject to this section and sections 163A and 163B, a company (other than an exempt private company) shall not —

take part in an arrangement under which —

another person enters into a transaction that, if it had been entered into by the company, would have required approval under this section; and

that person, in pursuance of the arrangement, obtains a benefit from the company or a related company; or

arrange the assignment to it, or assumption by it, of any rights, obligations or liabilities under a transaction that, if it had been entered into by the company, would have required such approval,unless there is prior approval by the company in general meeting for taking part in such an arrangement or for arranging the assignment or assumption of rights, obligations or liabilities under such a transaction at which the interested director or directors or his or their family members abstained from voting.(3B) In determining for the purposes of subsection (3A) whether a transaction is one that would have required approval under this section if it had been entered into by the company, the transaction shall be treated as having been entered into on the date of the arrangement.(3C) The requirement in subsections (1) and (3A) that the interested director or directors or his or their family members abstain from voting at the general meeting of the company shall not apply where all the shareholders of the company have each voted to approve the arrangement.(3D) For the purposes of this section —

where a company makes a loan or quasi‑loan to another company, enters into a credit transaction for the benefit of another company, gives a guarantee or provides security in connection with a loan, quasi‑loan or credit transaction made to or entered into for the benefit of another company, or enters into an arrangement referred to in subsection (3A), a director or directors of the first‑mentioned company shall not be taken to have an interest in shares in that other company by reason only that the first‑mentioned company has an interest in shares in that other company and a director or directors have an interest in shares in the first‑mentioned company;

“interest in shares” has the meaning assigned to that expression in section 7;

a person who has an interest in a share of a company under section 7 is to be treated as having an interest in the voting power conferred on the holder by that share;

a reference to prior approval of the company in subsection (1) shall not include any approval of the company that is given after the loan, quasi‑loan, credit transaction, guarantee or security referred to in that subsection has been made, provided for or entered into (as the case may be); and

a reference to prior approval of the company in subsection (3A) shall not include any approval of the company that is given after the arrangement referred to in that subsection has been entered into.”;

by deleting subsection (5) and substituting the following subsection:“(5) For the purposes of this section —

an interest of a member of a director’s family shall be treated as the interest of the director; and

a reference to a member of a director’s family shall include the director’s spouse, son, adopted son, step‑son, daughter, adopted daughter and step‑daughter.”;

by deleting the words “recovery of any loan” in subsection (6) and substituting the words “recovery of the amount of any loan, quasi‑loan, credit transaction or arrangement”;

by deleting the words “the making of any loan, the entering into of any guarantee or the providing of any security” in subsection (7) and substituting the words “the making of any loan or quasi‑loan, the entering into of any credit transaction, the entering into of any guarantee, the providing of any security or the entering into of any arrangement”; and

by deleting the section heading and substituting the following section heading:“Approval of company required for loans and quasi‑loans to, and credit transactions for benefit of, persons connected with directors of lending company, etc.”.