Clause 74

In this Part, unless the context otherwise requires —“securities lending arrangement” means an arrangement in writing where a person (called in this Part the lender) who has an interest in specified capital markets products is to transfer title to some or all of the specified capital markets products to another person (called in this Part the borrower) for an agreed period of time, after which the borrower is to transfer title to those specified capital markets products back to the lender;“short position” means the amount by which the quantity, volume or value of any specified capital markets products in which a person has an interest is less than the quantity, volume or value of the specified capital markets products which the person is under an obligation to deliver, where the quantity, volume or value of any specified capital markets products is determined in accordance with the criteria, methods or formulae prescribed by regulations made under section 137ZM;“short sell order” means an order to sell any specified capital markets products where the person who makes the order does not, at the time of the order, have an interest in the specified capital markets products;“specified capital markets products” means any capital markets products listed or to be listed on an approved exchange that is, or that belongs to a class of capital markets products that is, prescribed by regulations made under section 137ZM.(2) In this Part and subject to subsection (3), a person has an interest in specified capital markets products if —

the person is the legal owner of the specified capital markets products;

the person is the beneficial owner of the specified capital markets products;

the person has authority (whether formal or informal, or express or implied) to dispose of the specified capital markets products;

the person —

has purchased or entered into an unconditional agreement or arrangement to purchase the specified capital markets products, but has not received delivery of the specified capital markets products;

has tendered the specified capital markets products for conversion or exchange, or has issued irrevocable instructions to convert or exchange capital markets products into the specified capital markets products, but has not received delivery of the specified capital markets products;

has exercised an option to subscribe for the specified capital markets products, but has not received delivery of the specified capital markets products; or

has exercised a right under a warrant to subscribe for the specified capital markets products, but has not received delivery of the specified capital markets products,and, under the agreement, arrangement, conversion, exchange, option or right (referred to in sub‑paragraphs (i) to (iv)), the person is to receive delivery of the specified capital markets products before the time that the person is to deliver the specified capital markets products;

the person —

is the lender in a securities lending arrangement;

has transferred title to the specified capital markets products to the borrower in the securities lending arrangement; and

is to receive title from the borrower in the securities lending arrangement to the specified capital markets products before the time that the person is to deliver the specified capital markets products; or

the person is a party to an agreement or arrangement that is, or that belongs to a class of agreements or arrangements that is, prescribed by regulations made under section 137ZM for the purposes of this paragraph.(3) Despite subsection (2), a person does not have an interest in specified capital markets products if —

the person is a borrower under a securities lending arrangement and has obtained title to the specified capital markets products pursuant to the securities lending arrangement;

the person is the legal owner or the beneficial owner of the specified capital markets products but has sold, or entered into an unconditional agreement or arrangement to sell, the specified capital markets products; or

the person is the legal owner or the beneficial owner of the specified capital markets products, or has authority to dispose of the specified capital markets products, but is a party to an agreement or arrangement that is, or that belongs to a class of agreements or arrangements that is, prescribed by regulations made under section 137ZM for the purposes of this paragraph.(4) In the definition of “short position” in subsection (1), the following are the specified capital markets products which a person is under an obligation to deliver:

the specified capital markets products in respect of which the person has an obligation to deliver under a sale agreement, but has not delivered;

the specified capital markets products in respect of which the person has an obligation to vest title in a lender under a securities lending arrangement, but has not vested title;

the specified capital markets products in respect of which the person has any other non‑contingent legal obligation to deliver, but has not delivered.Persons obliged to comply with this Part and power of Authority to grant exemptions or extensions137ZI.—

The obligation to comply with this Part extends to all natural persons, whether resident in Singapore or not and whether citizens of Singapore or not, and to all entities, whether formed, constituted or carrying on business in Singapore or not.(2) This Part extends to acts done or omitted to be done outside Singapore.(3) Despite section 337(1), the Authority may by regulations made under section 137ZM exempt any person or class of persons from all or any provisions of this Part, subject to such conditions or restrictions as the Authority may prescribe in those regulations.(4) The Authority may, by notice in writing, exempt any person or class of persons from all or any provisions of this Part, subject to such conditions or restrictions as the Authority may specify in writing.(5) It is not necessary to publish any exemption granted under subsection (4) in the Gazette.(6) Any person that is exempted under subsection (3) or (4) must satisfy every condition or restriction imposed on the person under the applicable subsection.(7) The Authority may at any time add to, vary or revoke any condition or restriction imposed under this section.(8) Any person who contravenes subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction.Disclosure of short sell orders137ZJ.—

Subject to subsection (2), a person (A) who makes a short sell order on any approved exchange must, before or at the time of the short sell order, disclose to the approved exchange —

that A intends to make or is making a short sell order; and

the quantity, volume or value of the specified capital markets products in relation to which A intends to make or is making an order to sell but in which A does not have an interest.(2) Where another person (B) places the short sell order mentioned in subsection (1) on A’s behalf, A need not comply with subsection (1) if, before or at the time of the short sell order, A discloses to B —

that A intends to make or is making a short sell order; and

the quantity, volume or value of the specified capital markets products in relation to which A intends to make or is making an order to sell but in which A does not have an interest.(3) Where A has made the disclosure mentioned in subsection (2) to B, B must, before or at the time of the short sell order, disclose to the approved exchange —

that A intends to make or is making a short sell order; and

the quantity, volume or value of the specified capital markets products in relation to which A intends to make or is making an order to sell but in which A does not have an interest.(4) Any person who contravenes subsection (1) or (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.Reporting of short position137ZK.—

Where a person’s (A) short position in relation to any specified capital markets products is equivalent to or more than the short position threshold prescribed by regulations made under section 137ZM, A must, at the time or times and in the form and manner prescribed by regulations made under section 137ZM, report to the Authority directly or through another person (B) —

information on —

the identity and business activities of A and (if applicable) B; and

A’s short position in relation to the specified capital markets products,prescribed by regulations made under section 137ZM; and

any change to the information mentioned in paragraph (a).(2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction.Power of Authority to publish information137ZL. Without prejudice to section 322, the Authority may, for the purpose of maintaining a fair, orderly or transparent market, publish in any form or manner the information or any part of the information reported to the Authority under section 137ZK(1).Power of Authority to make regulations137ZM. Without prejudice to section 341, the Authority may make regulations for the purposes of this Part, including regulations to prescribe anything which may be prescribed under this Part.”.