Clause 134

by inserting, immediately after the word “securities” wherever it appears in subsections (1), (2), (3), (6)(c) and (8), the words “or securities‑based derivatives contracts”;

by deleting paragraph (i) of subsection (2) and substituting the following paragraph:“(i)forms part of the normal advertising —

of an entity’s products or services and is genuinely directed at maintaining its existing customers, or attracting new customers, for those products or services; or

by a trustee-manager of a business trust on behalf of the business trust in respect of the products or services offered by the trustee‑manager on behalf of the business trust, and is genuinely directed at maintaining existing customers, or attracting new customers, for those products or services;”;

by inserting, immediately after the word “entity” in subsection (2)(ii), the words “or the business trust”;

by deleting paragraph (b) of subsection (4) and substituting the following paragraph:“(b)by presenting oral or written material on matters contained in a prospectus, profile statement or product highlights sheet which has been lodged with the Authority in respect of an offer of securities or securities-based derivatives contracts, before the prospectus or profile statement is registered by the Authority, for the sole purpose of equipping any of the following persons with knowledge of the securities or securities‑based derivatives contracts in order to enable the person to carry on the regulated activity of dealing in capital markets products that are securities or securities‑based derivatives contracts, or to provide any financial advisory service in relation to the securities or securities‑based derivatives contracts:

a person licensed under this Act in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts;

an exempt person;

a person who is a representative in respect of dealing in capital markets products that are securities or securities‑based derivatives contracts under this Act;

a representative of an exempt person;

a person licensed under the Financial Advisers Act (Cap. 110) in respect of advising on any investment product;

an exempt financial adviser;

a person who is a representative in respect of advising on any investment product under the Financial Advisers Act;

a representative of an exempt financial adviser.”;

by deleting subsection (5) and substituting the following subsection:“(5) To avoid doubt, a person may disseminate any of the following without contravening subsection (1):

a prospectus or profile statement that has been registered by the Authority under section 240;

a product highlights sheet in respect of which section 240AA(1)(a) and (b) has been complied with and which is disseminated with a prospectus or profile statement that has been registered by the Authority under section 240.”;

by deleting paragraph (a) of subsection (6) and substituting the following paragraph:“(a)a statement that identifies —

in the case of an offer of securities or securities‑based derivatives contracts being units or derivatives of units in a business trust, the units or derivatives of units, the person making the offer, the issuer, the business trust and the trustee‑manager of the business trust; and

in any other case, the securities, securities‑based derivatives contracts, the person making the offer, the issuer and, where applicable, the underlying entity;”;

by deleting the words “a securities exchange, futures exchange or overseas securities exchange” in subsection (9)(a) and substituting the words “an approved exchange or overseas exchange”;

by deleting the words “the underlying entity or any entity” in subsection (9)(b) and substituting the words “the trustee‑manager of the business trust, the underlying entity, the unitholders of the business trust or any entity”;

by deleting paragraph (c) of subsection (9) and substituting the following paragraph:“(c)consists solely of a report about the issuer, the business trust or the underlying entity that is published by the person making the offer, the issuer, the trustee‑manager of the business trust or the underlying entity (as the case may be), which —

does not contain information that materially affects the affairs of the issuer, the business trust or the underlying entity other than information previously made available in a prospectus that has been registered by the Authority, an annual report or a disclosure, notice or report mentioned in paragraph (a) or (b); and

does not refer (directly or indirectly) to the offer or intended offer;”;

by inserting, immediately after the words “the issuer” in subsection (9)(d), the words “, the trustee‑manager of the business trust”;

by deleting paragraph (f) of subsection (9) and substituting the following paragraph:“(f)is a report about the securities or securities‑based derivatives contracts which are the subject of the offer or intended offer, published by someone who is not —

the person making the offer, the issuer, the underlying entity or (where the securities or securities‑based derivatives contracts are units or derivatives of units in a business trust) the trustee‑manager of the business trust;

a director or an equivalent person of the person making the offer, the issuer, the underlying entity or (where the securities or securities‑based derivatives contracts are units or derivatives of units in a business trust) the trustee‑manager of the business trust;

a person who has an interest in the success of the issue or sale of the securities or securities‑based derivatives contracts; or

a person acting at the instigation of, or by arrangement with, any person mentioned in sub‑paragraph (i), (ii) or (iii);”;

by deleting the words “or the underlying entity” in subsection (9)(h) and substituting the words “, the underlying entity or (where the offer is of units or derivatives of units in a business trust) the trustee‑manager of the business trust”;

by deleting subsection (12) and substituting the following subsection:“(12) Any person who —

contravenes subsection (1); or

knowingly authorises or permits the publication or dissemination of any advertisement or statement mentioned in subsection (1),shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 or to imprisonment for a term not exceeding 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction.”;

by inserting, immediately after the words “affairs of the entity” in subsection (18), the words “or the business trust”;

by deleting the words “dealing in securities” in paragraph (a) of the definition of “representative” in subsection (18A) and substituting the words “dealing in capital markets products that are securities or securities‑based derivatives contracts”; and

by deleting the words “affairs of the issuer or underlying entity” in subsection (19) and substituting the words “affairs of the issuer, underlying entity or business trust”.