Clause 157

by deleting the words “a securities exchange” in subsection (3)(a)(i)(C) and substituting the words “an approved exchange”;

by inserting, immediately after subsection (10), the following subsections:“(10A) The manager of an authorised real estate investment trust must —

act in the best interests of all the participants of the authorised real estate investment trust as a whole; and

give priority to the interests of all the participants of the authorised real estate investment trust as a whole over the manager’s own interests and the interests of the shareholders of the manager in the event of a conflict between the interests of all the participants as a whole and the manager’s own interests or the interests of the shareholders of the manager.(10B) A director of the manager of an authorised real estate investment trust must —

take all reasonable steps to ensure that the manager discharges its duties under subsection (10A); and

give priority to the interests of all the participants of the authorised real estate investment trust as a whole over the interests of the manager and the shareholders of the manager in the event of a conflict between the interests of all the participants as a whole and the interests of the manager or the shareholders of the manager.(10C) The duty of a director of the manager mentioned in subsection (10B) overrides any conflicting duty of such director under section 157 of the Companies Act (Cap. 50).(10D) Civil or criminal proceedings may not be brought against a director of the manager of an authorised real estate investment trust for a breach of section 157 of the Companies Act, any fiduciary duty or any other duty under common law, in relation to any act or omission if such act or omission was required by subsection (10B).(10E) To avoid doubt, no action or proceedings whatsoever may be brought by or on behalf of all or any of the participants of an authorised real estate investment trust against a director of the manager of that authorised real estate investment trust for any breach or alleged breach of the duties imposed by subsection (10B) except to the extent and in the manner provided for under section 295C.”; and

by inserting, immediately after subsection (15), the following subsections:“(16) A manager of an authorised real estate investment trust which contravenes subsection (10A) —

shall be liable to all the participants of the authorised real estate investment trust as a whole —

for any profit or financial gain directly or indirectly made by the manager or any of its related corporations; or

for any damage suffered by all the participants of the authorised real estate investment trust as a whole,as a result of the contravention; and

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000.(17) A director of the manager of an authorised real estate investment trust who contravenes subsection (10B) —

shall be liable to all the participants of the authorised real estate investment trust as a whole —

for any profit or financial gain directly or indirectly made by the director or the manager or any related corporation of the manager; or

for any damage suffered by all the participants of the authorised real estate investment trust as a whole,as a result of the contravention; and

shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 2 years or to both.”.