Clause 8

to promote fair, orderly and transparent markets;

to facilitate efficient markets for the allocation of capital and the transfer of risks; and

to reduce systemic risk.Interpretation of this Part

A person must not establish or operate an organised market, or hold itself out as operating an organised market, unless the person is —

an approved exchange; or

a recognised market operator.(2) A person must not hold itself out —

as an approved exchange, unless the person is an approved exchange; or

as a recognised market operator, unless the person is a recognised market operator.(3) Except with the written approval of the Authority, a person, other than an approved exchange or a recognised market operator, must not take or use, or have attached to or exhibited at any place —

the title or description “securities exchange”, “stock exchange”, “futures exchange” or “derivatives exchange” in any language; or

any title or description that resembles a title or description referred to in paragraph (a).(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 $250,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction.(5) Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 and, in the case of a continuing offence, to a further fine not exceeding $2,000 for every day or part of a day during which the offence continues after conviction.(6) Despite section 337(1), the Authority may, by regulations made under section 44, exempt any corporation or class of corporations from subsection (1), subject to such conditions or restrictions as the Authority may prescribe in those regulations.(7) The Authority may, by notice in writing, exempt any corporation from subsection (1), subject to such conditions or restrictions as the Authority may specify by notice in writing, if the Authority is satisfied that the exemption will not detract from the objectives specified in section 5.(8) It is not necessary to publish any exemption granted under subsection (7) in the Gazette.(9) The Authority may, at any time, by notice in writing —

add to the conditions or restrictions mentioned in subsection (7); or

vary or revoke any condition or restriction mentioned in that subsection.(10) Every corporation that is exempted under subsection (6) must satisfy every condition or restriction imposed on it under that subsection.(11) Every corporation that is exempted under subsection (7) must, for the duration of the exemption, satisfy every condition or restriction imposed on it under that subsection and subsection (9).(12) Any corporation which contravenes subsection (10) or (11) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.Application for approval or recognition8.—

A Singapore corporation may apply to the Authority to be —

approved as an approved exchange; or

recognised as a recognised market operator.(2) A foreign corporation may apply to the Authority to be recognised as a recognised market operator.(3) An application made under subsection (1) or (2) must be —

made in such form and manner as the Authority may specify; and

accompanied by a non‑refundable application fee of an amount prescribed by regulations made under section 44, which must be paid in the manner specified by the Authority.(4) The Authority may require an applicant to furnish the Authority with such information or documents as the Authority considers necessary in relation to the application.Power of Authority to approve exchanges and recognise market operators9.—

Where a Singapore corporation makes an application under section 8(1), the Authority may —

in the case of an application to be approved as an approved exchange, approve the Singapore corporation as an approved exchange; or

in the case of an application to be recognised as a recognised market operator, recognise the Singapore corporation as a recognised market operator.(2) Where a foreign corporation makes an application under section 8(2), the Authority may recognise the foreign corporation as a recognised market operator.(3) Despite subsection (1), the Authority may, with the consent of the applicant —

treat an application under section 8(1)(a) as an application under section 8(1)(b) if the Authority is of the opinion that the applicant would be more appropriately regulated as a recognised market operator; or

treat an application under section 8(1)(b) as an application under section 8(1)(a) if the Authority is of the opinion that the applicant would be more appropriately regulated as an approved exchange.(4) The Authority may approve a Singapore corporation as an approved exchange under subsection (1)(a), recognise a Singapore corporation as a recognised market operator under subsection (1)(b), or recognise a foreign corporation as a recognised market operator under subsection (2), subject to such conditions or restrictions of a general or specific nature as the Authority may impose by notice in writing, including conditions or restrictions relating to —

the activities that the corporation may undertake;

the products that may be traded on any organised market established or operated by the corporation;

the nature of the investors or participants who may use, invest in, or participate in any product traded on any organised market established or operated by the corporation; and

the financial requirements to be imposed on the corporation.(5) The Authority may, at any time, by notice in writing to the corporation, vary any condition or restriction or impose further conditions or restrictions.(6) An approved exchange or a recognised market operator must, for the duration of the approval or recognition, satisfy every condition or restriction that may be imposed on it under subsections (4) and (5).(7) The Authority must not approve an applicant as an approved exchange, or recognise an applicant as a recognised market operator, unless the applicant meets such requirements, including minimum financial requirements, as the Authority may prescribe by regulations made under section 44, either generally or specifically.(8) The Authority may refuse to approve a Singapore corporation as an approved exchange, or recognise a Singapore corporation or foreign corporation, as the case may be, as a recognised market operator, if —

the corporation has not provided the Authority with such information as the Authority may require, relating to —

the corporation or any person employed by or associated with the corporation for the purposes of the corporation’s business; or

any circumstances likely to affect the corporation’s manner of conducting business or operations;

any information or document provided by the corporation to the Authority is false or misleading;

the corporation or a substantial shareholder of the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

execution against the corporation or a substantial shareholder of the corporation in respect of a judgment debt has been returned unsatisfied in whole or in part;

a receiver, a receiver and manager, a judicial manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation or a substantial shareholder of the corporation;

the corporation or a substantial shareholder of the corporation has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with the creditors of the corporation or shareholder, as the case may be, being a compromise or scheme of arrangement that is still in operation;

the corporation, a substantial shareholder of the corporation or any officer of the corporation —

has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 8 of the Securities and Futures (Amendment) Act 2016, involving fraud or dishonesty or the conviction for which involved a finding that the corporation, shareholder or officer, as the case may be, had acted fraudulently or dishonestly; or

has been convicted of an offence under this Act committed before, on or after the date of commencement of section 8 of the Securities and Futures (Amendment) Act 2016;

the Authority is not satisfied as to the educational or other qualifications or experience of the officers or employees of the corporation, having regard to the nature of the duties they are to perform in connection with the establishment or operation of any organised market;

the corporation fails to satisfy the Authority that the corporation is a fit and proper person or that all of its officers, employees and substantial shareholders are fit and proper persons;

the Authority has reason to believe that the corporation may not be able to act in the best interests of investors or its members, participants or customers, having regard to the reputation, character, financial integrity and reliability of the corporation or its officers, employees or substantial shareholders;

the Authority is not satisfied as to —

the financial standing of the corporation or any of its substantial shareholders; or

the manner in which the business of the corporation is to be conducted;

the Authority is not satisfied as to the record of past performance or expertise of the corporation, having regard to the nature of the business or operations which the corporation may carry on or conduct in connection with the establishment or operation of any organised market;

there are other circumstances that are likely to —

lead to the improper conduct of business or operations by the corporation or any of its officers, employees or substantial shareholders; or

reflect discredit on the manner of conducting the business or operations of the corporation or any of its substantial shareholders;

in the case of any organised market that the corporation operates, the Authority has reason to believe that the corporation, or any of its officers or employees, will not operate a fair, orderly and transparent organised market;

the corporation does not satisfy the criteria prescribed under section 10 to be approved as an approved exchange or recognised as a recognised market operator, as the case may be; or

the Authority is of the opinion that it would be contrary to the interests of the public to approve or recognise the corporation.(9) Subject to subsection (10), the Authority must not refuse to approve a Singapore corporation as an approved exchange, or recognise a Singapore corporation or foreign corporation, as the case may be, as a recognised market operator, under subsection (8), without giving the corporation an opportunity to be heard.(10) The Authority may refuse to approve a Singapore corporation as an approved exchange, or recognise a Singapore corporation or foreign corporation, as the case may be, as a recognised market operator, on any of the following grounds without giving the corporation an opportunity to be heard:

the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation;

the corporation has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 8 of the Securities and Futures (Amendment) Act 2016, involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly.(11) The Authority must give notice in the Gazette of any corporation approved as an approved exchange under subsection (1)(a) or recognised as a recognised market operator under subsection (1)(b) or (2), and such notice may include all or any of the conditions and restrictions imposed by the Authority on the corporation under subsections (4) and (5).(12) Any applicant who is aggrieved by a refusal of the Authority to approve the applicant under subsection (1)(a) or a refusal of the Authority to recognise the applicant under subsection (1)(b) or (2) may, within 30 days after the applicant is notified of the refusal, appeal to the Minister whose decision is final.(13) Any approved exchange or recognised market operator which contravenes subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.General criteria to be taken into account by Authority10.—

The Authority may by regulations made under section 44 prescribe the criteria that the Authority may take into account for the purposes of deciding —

whether a Singapore corporation mentioned in section 8(1) or 12(1) should be approved as an approved exchange or recognised as a recognised market operator;

whether a foreign corporation mentioned in section 8(2) should be recognised as a recognised market operator; and

whether an approved exchange or a recognised market operator that is subject to a review by the Authority under section 12(4) should be approved as an approved exchange or recognised as a recognised market operator.(2) Without prejudice to section 9 and subsection (1), the Authority may, for the purposes of deciding whether to recognise a foreign corporation as a recognised market operator under section 9(2), have regard, in addition to any requirements prescribed under section 9(7) and any criteria prescribed under subsection (1), to —

whether adequate arrangements exist for cooperation between the Authority and the primary financial services regulatory authority responsible for the supervision of the foreign corporation in the country or territory in which the head office or principal place of business of the foreign corporation is situated; and

whether the foreign corporation is, in the country or territory in which the head office or principal place of business of the foreign corporation is situated, subject to requirements and supervision comparable, in the degree to which the objectives specified in section 5 are achieved, to the requirements and supervision to which approved exchanges and recognised market operators are subject under this Act.(3) In considering whether a foreign corporation has met the requirements mentioned in subsection (2)(b), the Authority may have regard to —

the relevant laws and practices of the country or territory in which the head office or principal place of business of the foreign corporation is situated; and

the rules and practices of the foreign corporation.Annual fees payable by approved exchange and recognised market operator11.—

Every approved exchange and every recognised market operator must pay to the Authority such annual fees as may be prescribed by regulations made under section 44 in such manner as may be specified by the Authority.(2) The Authority may, where it considers appropriate, refund or remit the whole or any part of any annual fee paid or payable to it.Change in status12.—

A Singapore corporation that is an approved exchange or a recognised market operator may apply to the Authority to change its status in the manner mentioned in subsection (5).(2) An application under subsection (1) must be —

made in such form and manner as the Authority may specify; and

accompanied by a non-refundable application fee of an amount prescribed by regulations made under section 44, which must be paid in the manner specified by the Authority.(3) The Authority may require an applicant to furnish the Authority with such information or documents as the Authority considers necessary in relation to the application.(4) The Authority may, from time to time, on its own initiative, review the status of a Singapore corporation that is an approved exchange or a recognised market operator to determine whether the Singapore corporation continues to meet the requirements prescribed under section 9(7) and the criteria prescribed under section 10(1).(5) Where an application is made by a Singapore corporation under subsection (1), or where a review of the status of a Singapore corporation is conducted by the Authority under subsection (4), the Authority may —

if the Singapore corporation is an approved exchange, withdraw the approval as such and recognise the Singapore corporation as a recognised market operator under section 9(1)(b);

if the Singapore corporation is a recognised market operator, withdraw the recognition as such and approve the Singapore corporation as an approved exchange under section 9(1)(a); or

make no change to the status of the Singapore corporation as an approved exchange or a recognised market operator, as the case may be.(6) Where an application is made under subsection (1), the Authority must not exercise its power under subsection (5)(c) without giving the Singapore corporation an opportunity to be heard.(7) Where a review of the status of a Singapore corporation is conducted by the Authority on its own initiative under subsection (4), the Authority must not exercise its powers under subsection (5)(a) or (b) without giving the Singapore corporation an opportunity to be heard.(8) Any Singapore corporation that is aggrieved by a decision of the Authority made in relation to the Singapore corporation after a review under subsection (4) may, within 30 days after the Singapore corporation is notified of the decision, appeal to the Minister whose decision is final.Cancellation of approval or recognition13.—

An approved exchange or a recognised market operator that intends to cease operating its organised market or, where it operates more than one organised market, all of its organised markets, may apply to the Authority to cancel its approval as an approved exchange or recognition as a recognised market operator, as the case may be.(2) An application under subsection (1) must be made in such form and manner, and not later than such time, as the Authority may specify.(3) The Authority may cancel the approval of an approved exchange, or the recognition of a recognised market operator, on the application mentioned in subsection (1) if the Authority is satisfied that —

the approved exchange or recognised market operator mentioned in subsection (1) has ceased operating its organised market or all of its organised markets, as the case may be; and

the cancellation of the approval or recognition, as the case may be, will not detract from the objectives specified in section 5.Power of Authority to revoke approval and recognition14.—

The Authority may revoke any approval of a Singapore corporation as an approved exchange under section 9(1)(a), any recognition of a Singapore corporation as a recognised market operator under section 9(1)(b), or any recognition of a foreign corporation as a recognised market operator under section 9(2), if —

there exists at any time a ground under section 9(7) or (8) on which the Authority may refuse an application;

the corporation does not commence operating its organised market or, where it operates more than one organised market, all of its organised markets, within 12 months starting on the date on which it was approved under section 9(1)(a) or was recognised under section 9(1)(b) or (2), as the case may be;

the corporation ceases to operate its organised market or, where it operates more than one organised market, all of its organised markets;

the corporation contravenes —

any condition or restriction applicable in respect of its approval or recognition, as the case may be;

any direction issued to it by the Authority under this Act; or

any provision of this Act;

upon the Authority exercising any power under section 46AAB(2) or the Minister exercising any power under Division 2, 3 or 4 of Part IVB of the Monetary Authority of Singapore Act (Cap. 186) in relation to the corporation, the Authority considers that it is in the public interest to revoke the approval or recognition, as the case may be;

the corporation operates in a manner that is, in the opinion of the Authority, contrary to the interests of the public; or

any information or document provided by the corporation to the Authority is false or misleading.(2) Subject to subsection (3), the Authority must not revoke under subsection (1) any approval under section 9(1)(a), or recognition under section 9(1)(b) or (2), that was granted to a corporation without giving the corporation an opportunity to be heard.(3) The Authority may revoke an approval under section 9(1)(a), or a recognition under section 9(1)(b) or (2), that was granted to a corporation on any of the following grounds without giving the corporation an opportunity to be heard:

the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere;

a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation;

the corporation has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 8 of the Securities and Futures (Amendment) Act 2016, involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly.(4) For the purposes of subsection (1)(c), a corporation is to be treated to have ceased to operate its organised market if —

it has ceased to operate the organised market for more than 30 days, unless it has obtained the prior approval of the Authority to do so; or

it has ceased to operate the organised market under a direction issued by the Authority under section 45.(5) Any corporation that is aggrieved by a decision of the Authority made in relation to the corporation under subsection (1) may, within 30 days after the corporation is notified of the decision, appeal to the Minister whose decision is final.(6) Despite the lodging of an appeal under subsection (5), any action taken by the Authority under this section continues to have effect pending the decision of the Minister.(7) The Minister may, when deciding an appeal under subsection (5), make such modification as the Minister considers necessary to any action taken by the Authority under this section, and such modified action has effect starting on the date of the decision of the Minister.(8) Any revocation under subsection (1) or (3) of the approval or recognition of a corporation under section 9(1) or (2) does not operate so as to —

avoid or affect any agreement, transaction or arrangement entered into in connection with the use of an organised market operated by the corporation, whether the agreement, transaction or arrangement was entered into before, on or after the revocation of the approval or recognition; or

affect any right, obligation or liability arising under any such agreement, transaction or arrangement.(9) The Authority must give notice in the Gazette of any revocation under subsection (1) or (3) of any approval or recognition of a corporation under section 9(1) or (2).Division 2 — Regulation of Approved ExchangesSubdivision (1) — Obligations of approved exchangesGeneral obligations15.—

An approved exchange must —

as far as is reasonably practicable, ensure that every organised market it operates is a fair, orderly and transparent organised market;

manage any risks associated with its business and operations prudently;

in discharging its obligations under this Act, not act contrary to the interests of the public, having particular regard to the interests of the investing public;

ensure that access for participation in its facilities is subject to criteria that —

are fair and objective; and

are designed to ensure the orderly functioning of the organised market that it operates and to protect the interests of the investing public;

maintain business rules and, where appropriate, listing rules that make satisfactory provision for —

the organised market to be operated in a fair, orderly and transparent manner; and

the proper regulation and supervision of its members;

enforce compliance with its business rules and, where appropriate, its listing rules;

have sufficient financial, human and system resources —

to operate a fair, orderly and transparent organised market;

to meet contingencies or disasters; and

to provide adequate security arrangements;

maintain governance arrangements that are adequate for its organised market to be operated in a fair, orderly and transparent manner; and

ensure that it appoints or employs fit and proper persons as its chairman, chief executive officer, directors and key management officers.(2) In subsection (1)(g), “contingencies or disasters” includes technical disruptions occurring within automated systems.Obligation to notify Authority of certain matters16.—

An approved exchange must, as soon as practicable after the occurrence of any of the following circumstances, notify the Authority of the circumstance:

any material change to the information provided by the approved exchange in its application under section 8(1) or 12(1);

any change to the type or number of organised markets it operates;

the carrying on of any business (called in this section a proscribed business) by the approved exchange other than such business or such class of businesses prescribed by regulations made under section 44;

the acquisition by the approved exchange of a substantial shareholding in a corporation (called in this section a proscribed corporation) that carries on any business other than such business or such class of businesses prescribed by regulations made under section 44;

the approved exchange becoming aware of any financial irregularity or other matter which in its opinion —

may affect its ability to discharge its financial obligations; or

may affect the ability of a member of the approved exchange to meet its financial obligations to the approved exchange;

the approved exchange reprimanding, fining, suspending, expelling or otherwise taking disciplinary action against a member of the approved exchange;

any other matter that the Authority may —

prescribe by regulations made under section 44 for the purposes of this subsection; or

specify by notice in writing to the approved exchange in any particular case.(2) Without prejudice to the generality of section 45(1), the Authority may, at any time after receiving a notice mentioned in subsection (1), issue directions to the approved exchange —

where the notice relates to a matter mentioned in subsection (1)(c) —

requiring it to cease carrying on the proscribed business; or

permitting it to carry on the proscribed business subject to such conditions or restrictions as the Authority may impose, if the Authority is of the opinion that the carrying on of the proscribed business subject to those conditions or restrictions is necessary for any purpose mentioned in section 45(1)(a) to (d); or

where the notice relates to a matter mentioned in subsection (1)(d) —

requiring it to dispose of all or any part of its shareholding in the proscribed corporation within such time and subject to such conditions as specified in the directions; or

requiring it to exercise its rights relating to such shareholding, or to not exercise such rights, subject to such conditions or restrictions as the Authority may impose, if the Authority is of the opinion that such exercise or non‑exercise of rights subject to those conditions or restrictions is necessary for any purpose mentioned in section 45(1)(a) to (d).(3) An approved exchange must comply with every direction issued to it under subsection (2) despite anything to the contrary in the Companies Act (Cap. 50) or any other law.(4) An approved exchange must notify the Authority of any matter that the Authority may prescribe by regulations made under section 44 for the purposes of this subsection, no later than such time as the Authority may prescribe by those regulations.(5) An approved exchange must notify the Authority of any matter that the Authority may specify by notice in writing to the approved exchange, no later than such time as the Authority may specify in that notice.Obligation to manage risks prudently17.—

Without prejudice to the generality of section 15(1)(b), an approved exchange must ensure that the systems and controls concerning the assessment and management of risks to every organised market that the approved exchange operates are adequate and appropriate for the scale and nature of its operations.(2) Any approved exchange which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.Obligation to maintain proper records18.—

An approved exchange must maintain a record of all transactions effected through its organised market in accordance with regulations mentioned in subsection (2).(2) The Authority may prescribe by regulations made under section 44 —

the form and manner in which the record mentioned in subsection (1) is to be maintained;

the extent to which the record includes details of each transaction; and

the period of time that the record is to be maintained.Obligation to submit periodic reports

the furnishing of such returns as the Authority may require for the proper administration of this Act; and

the provision of —

such books and information as the Authority may require for the proper administration of this Act, being books and information —

relating to the business of the approved exchange;

in respect of any transaction or class of transactions, whether completed or uncompleted, effected through the organised market of the approved exchange; or

in respect of any product or class of products traded on the organised market of the approved exchange; and

such other information as the Authority may require for the proper administration of this Act.Obligation to maintain confidentiality21.—

Subject to subsection (2), an approved exchange and its officers and employees must maintain, and aid in maintaining, the confidentiality of all user information that —

comes to the knowledge of the approved exchange or any of its officers or employees; or

is in the possession of the approved exchange or any of its officers or employees.(2) Subsection (1) does not apply to —

the disclosure of user information for such purposes, or in such circumstances, as the Authority may prescribe by regulations made under section 44;

any disclosure of user information which is authorised by the Authority to be disclosed or furnished; or

the disclosure of user information pursuant to any requirement imposed under any written law or order of court in Singapore.(3) To avoid doubt, nothing in this section is to be construed as preventing an approved exchange from entering into a written agreement with a user that obliges the approved exchange to maintain a higher degree of confidentiality than that specified in this section.Penalties under this Subdivision

Without limiting the generality of sections 15 and 44 —

the Authority may by regulations made under section 44 prescribe the matters that an approved exchange must make provision for in the business rules or listing rules of the approved exchange; and

the approved exchange must make provision for those matters in its business rules or listing rules, as the case may be.(2) An approved exchange must not make any amendment to its business rules or listing rules unless it complies with such requirements as the Authority may prescribe by regulations made under section 44.(3) In this Subdivision, any reference to an amendment to a business rule or listing rule is to be construed as a reference to a change to the scope of, or to any requirement, obligation or restriction under, the business rule or listing rule, as the case may be, whether the change is made by an alteration to the text of the rule or by any other notice issued by or on behalf of the approved exchange.(4) Any approved exchange which contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.Business rules of approved exchanges have effect as contract24.—

The business rules of an approved exchange are to be treated, and are to operate, as a binding contract —

between the approved exchange and each member; and

between each member and every other member.(2) The approved exchange and each member are treated to have agreed to observe and perform the provisions of the business rules that are in force for the time being, so far as those provisions are applicable to the approved exchange or that member, as the case may be.Power of court to order observance or enforcement of business rules or listing rules25.—

Where any person (A) which is under an obligation to comply with, observe, enforce or give effect to the business rules or listing rules of an approved exchange fails to do so, the High Court may, on the application of the Authority, an approved exchange or a person aggrieved by the failure (B), and after giving A an opportunity to be heard, make an order directing A to comply with, observe, enforce or give effect to those business rules or listing rules.(2) This section is in addition to, and not in derogation of, any other remedy available to B.(3) Any person which, without reasonable excuse, contravenes an order made under 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 2 years or to both.(4) Subject to subsection (5), subsection (3) does not affect the powers of the court in relation to the punishment of contempt of the court.(5) Where a person is convicted of an offence under subsection (3) in respect of any contravention of an order made under subsection (1), such contravention is not punishable as a contempt of court.(6) A person must not be convicted of an offence under subsection (3) in respect of any contravention of an order made under subsection (1) that has been punished as a contempt of court.Non-compliance with business rules or listing rules not to substantially affect rights of person

this Act;

its business rules; or

where applicable, its listing rules,in relation to a matter does not prevent that matter from being treated, for the purposes of this Act, as done in accordance with the business rules or listing rules so long as the failure does not substantially affect the rights of any person entitled to require compliance with the business rules or listing rules.Subdivision (3) — Matters requiring approval of AuthorityControl of substantial shareholding in approved exchange27.—

A person must not enter into any agreement to acquire shares in an approved exchange by virtue of which the person would, if the agreement had been carried out, become a substantial shareholder of the approved exchange without first obtaining the approval of the Authority to enter into the agreement.(2) A person must not become —

a 12% controller; or

a 20% controller,of an approved exchange without first obtaining the approval of the Authority.(3) In subsection (2) —“12% controller” means a person, not being a 20% controller, who alone or together with the person’s associates —

holds not less than 12% of the shares in the approved exchange; or

is in a position to control not less than 12% of the votes in the approved exchange;“20% controller” means a person who, alone or together with the person’s associates —

holds not less than 20% of the shares in the approved exchange; or

is in a position to control not less than 20% of the votes in the approved exchange.(4) In this section —

a person holds a share if —

the person is deemed to have an interest in that share under section 7(6) to (10) of the Companies Act (Cap. 50); or

the person otherwise has a legal or an equitable interest in that share, except such interest as is to be disregarded under section 7(6) to (10) of the Companies Act;

a reference to the control of a percentage of the votes in an approved exchange is to be construed as a reference to the control, whether direct or indirect, of that percentage of the total number of votes that might be cast in a general meeting of the approved exchange; and

a person (A) is an associate of another person (B) if —

A is the spouse, a parent, remoter lineal ancestor or step‑parent, a son, daughter, remoter issue, stepson or stepdaughter or a brother or sister of B;

A is a body corporate that is, or a majority of the directors of which are, accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of B;

A is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B;

A is a subsidiary of B;

A is a body corporate in which B, whether alone or together with other associates of B as described in sub‑paragraphs (ii), (iii) and (iv), is in a position to control not less than 20% of the votes in A; or

A is a person with whom B has an agreement or arrangement, whether oral or in writing and whether express or implied, to act together with respect to the acquisition, holding or disposal of shares or other interests in, or with respect to the exercise of their votes in relation to, the approved exchange.(5) The Authority may grant its approval mentioned in subsection (1) or (2) subject to conditions or restrictions.(6) Without prejudice to subsection (13), the Authority may, for the purposes of securing compliance with subsection (1) or (2), or any condition or restriction imposed under subsection (5), by notice in writing, direct the transfer or disposal of all or any of the shares of an approved exchange in which a substantial shareholder, 12% controller or 20% controller of the approved exchange has an interest.(7) Until a person to whom a direction has been issued under subsection (6) transfers or disposes of the shares that are the subject of the direction, and despite anything to the contrary in the Companies Act or the constitution or other constituent document or documents of the approved exchange —

no voting rights are exercisable in respect of the shares that are the subject of the direction;

the approved exchange must not offer or issue any shares (whether by way of rights, bonus, share dividend or otherwise) in respect of the shares that are the subject of the direction; and

except in a liquidation of the approved exchange, the approved exchange must not make any payment (whether by way of cash dividend, dividend in kind or otherwise) in respect of the shares that are the subject of the direction.(8) Any issue of shares by an approved exchange in contravention of subsection (7)(b) is treated to be null and void, and a person to whom a direction has been issued under subsection (6) must immediately return those shares to the approved exchange, upon which the approved exchange must return to the person any payment received from the person in respect of those shares.(9) Any payment made by an approved exchange in contravention of subsection (7)(c) is treated to be null and void, and a person to whom a direction has been issued under subsection (6) must immediately return the payment the person has received to the approved exchange.(10) The Authority may, by regulations made under section 44, exempt —

any person or class of persons; or

any class or description of shares or interests in shares,from the requirement under subsection (1) or (2), subject to such conditions or restrictions as may be prescribed in those regulations.(11) The Authority may, by notice in writing, exempt any person, shares or interests in shares from subsection (1) or (2), subject to such conditions or restrictions as the Authority may specify by notice in writing.(12) It is not necessary to publish any exemption granted under subsection (11) in the Gazette.(13) Any person who contravenes subsection (1) or (2), or any condition or restriction imposed by the Authority under subsection (5), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.(14) Any person who contravenes subsection (7)(b) or (c), (8) or (9) or any direction issued by the Authority under subsection (6) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.Approval of chairman, chief executive officer, director and key persons28.—

An approved exchange must not appoint a person as its chairman, chief executive officer or director unless the approved exchange has obtained the approval of the Authority.(2) The Authority may, by notice in writing, require an approved exchange to obtain the approval of the Authority for the appointment of any person to any key management position or committee of the approved exchange and the approved exchange must comply with the notice.(3) An application for approval under subsection (1) or (2) must be made in such form and manner as the Authority may specify.(4) Without prejudice to the generality of section 44 and to any other matter that the Authority may consider relevant, the Authority may, in determining whether to grant its approval under subsection (1) or (2), have regard to such criteria as the Authority may prescribe by regulations made under section 44 or notify in writing to the approved exchange.(5) Subject to subsection (6), the Authority must not refuse an application for approval under this section without giving the approved exchange an opportunity to be heard.(6) The Authority may refuse an application for approval on any of the following grounds without giving the approved exchange an opportunity to be heard:

the person is an undischarged bankrupt, whether in Singapore or elsewhere;

the person has been convicted, whether in Singapore or elsewhere, of an offence, committed before, on or after the date of commencement of section 8 of the Securities and Futures (Amendment) Act 2016 —

involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly; and

punishable with imprisonment for a term of 3 months or more.(7) Where the Authority refuses an application for approval under this section, the Authority need not give the person who was proposed to be appointed an opportunity to be heard.(8) An approved exchange must, as soon as practicable, give written notice to the Authority of the resignation or removal of its chairman, chief executive officer, or director, or of any person mentioned in any notice issued by the Authority to the approved exchange under subsection (2).(9) The Authority may make regulations under section 44 relating to the composition and duties of the board of directors or any committee of an approved exchange.(10) In this section, “committee” includes any committee of directors, disciplinary committee or appeals committee of an approved exchange, or any body responsible for disciplinary action against a member of an approved exchange.(11) The Authority may, by regulations made under section 44, exempt any approved exchange or class of approved exchanges from complying with subsection (1) or (8), subject to such conditions or restrictions as may be prescribed in those regulations.(12) The Authority may, by notice in writing, exempt any approved exchange from complying with subsection (1) or (8), subject to such conditions or restrictions as the Authority may specify by notice in writing.(13) It is not necessary to publish any exemption granted under subsection (12) in the Gazette.(14) Any approved exchange which contravenes subsection (1), (2) or (8) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.Listing, de-listing or trading of certain instruments, contracts and transactions29.—

An approved exchange must, in respect of any relevant product that is listed or permitted for trading on any organised market operated by the approved exchange, comply with requirements prescribed by regulations made under section 44 or specified in directions issued under section 45 relating to —

the limits that the approved exchange must establish on the number of open positions that may be held by any participant in respect of the relevant product;

the steps that the approved exchange must take to ensure compliance with the limits established under paragraph (a);

the positions that the approved exchange must reckon for the purpose of determining if limits established under paragraph (a) have been exceeded;

the settlement procedures that the approved exchange must establish in respect of the relevant product;

the limits that the approved exchange must establish on the price movements of the relevant product; and

any other matter in respect of the relevant product that the Authority considers necessary or expedient for the furtherance of the objectives mentioned in section 5.(2) An approved exchange must, within such time and in such form and manner as the Authority may specify, notify the Authority that it has taken measures to comply with the requirements mentioned in subsection (1) —

before listing or de-listing, or permitting the trading of, any relevant product on any organised market operated by the approved exchange; and

after listing or permitting the trading of any relevant product on any organised market operated by the approved exchange.(3) An approved exchange which is required under subsection (2) to notify the Authority must use due care to ensure that the notification is not false or misleading in any material particular.(4) Any approved exchange which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.(5) Any approved exchange which contravenes subsection (2)(a) or (b) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 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.(6) Any approved exchange which contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.(7) Any participant who wilfully exceeds any limit established by an approved exchange in accordance with the requirements imposed under subsection (1)(a) on the number of open positions that may be held by any participant in respect of any relevant product shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000.(8) In this section, “relevant product” means any instrument, contract or transaction on any organised market operated by the approved exchange, but does not include —

securities;

any unit in a collective investment scheme;

a spot contract;

a deposit as defined in section 4B of the Banking Act (Cap. 19), where the deposit is accepted by a bank licensed under that Act or a merchant bank approved as a financial institution under the Monetary Authority of Singapore Act (Cap. 186);

a deposit as defined in section 2 of the Finance Companies Act (Cap. 108), where the deposit is accepted by a finance company as defined in that section of that Act;

any contract of insurance in relation to any class of insurance business specified in section 2(1) of the Insurance Act (Cap. 142); or

any contract or arrangement that is, or that belongs to a class of contracts or arrangements that is, prescribed not to be a derivatives contract.Listing of approved exchange on organised market30.—

The securities or securities‑based derivatives contracts of an approved exchange must not be listed for quotation on an organised market that is operated by the approved exchange or any of its related corporations unless the approved exchange and the operator of the organised market have entered into such arrangements as the Authority may require —

for dealing with possible conflicts of interest that may arise from such listing; and

for the purpose of ensuring the integrity of the trading of the securities or securities‑based derivatives contracts, as the case may be, of the approved exchange on the organised market.(2) Where the securities or securities-based derivatives contracts of an approved exchange are listed for quotation on an organised market operated by the approved exchange or any of its related corporations, the Authority may act in place of the operator of the organised market in making decisions and taking action, or require the operator of the organised market to make decisions and to take action on behalf of the Authority, on —

the admission of the approved exchange to, or the removal of the approved exchange from, the official list of the organised market; and

the granting of approval for the securities or securities‑based derivatives contracts, as the case may be, of the approved exchange to be, or the stopping or suspending of the securities or securities‑based derivatives contracts, as the case may be, of the approved exchange from being, listed for quotation or quoted on the organised market.(3) The Authority may, by notice in writing to the operator of the organised market —

modify the listing rules of the organised market for the purpose of their application to the listing for quotation or trading of the securities or securities‑based derivatives contracts of the approved exchange; or

waive the application of any listing rule of the organised market to the approved exchange.(4) Any approved exchange which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.Additional powers of Authority in respect of auditors31.—

If an auditor of an approved exchange, in the course of the performance of the auditor’s duties, becomes aware of any matter or irregularity mentioned in the following paragraphs, the auditor must immediately send to the Authority a written report of that matter or irregularity:

any matter that, in the auditor’s opinion, adversely affects or may adversely affect the financial position of the approved exchange to a material extent;

any matter that, in the auditor’s opinion, constitutes or may constitute a breach of any provision of this Act or an offence involving fraud or dishonesty;

any irregularity that has or may have a material effect upon the accounts of the approved exchange, including any irregularity that affects or jeopardises, or may affect or jeopardise, the funds or property of investors.(2) An auditor of an approved exchange is not, in the absence of malice on the auditor’s part, liable to any action for defamation at the suit of any person in respect of any statement made in the auditor’s report under subsection (1).(3) Subsection (2) does not restrict or affect any right, privilege or immunity that the auditor of an approved exchange may have, apart from this section, as a defendant in an action for defamation.(4) The Authority may impose all or any of the following duties on an auditor of an approved exchange and the auditor must carry out the duties so imposed:

a duty to submit such additional information and reports in relation to the audit as the Authority considers necessary;

a duty to enlarge, extend or alter the scope of the audit of the business and affairs of the approved exchange;

a duty to carry out any other examination or establish any procedure in any particular case;

a duty to submit a report on any matter arising out of the audit, examination or establishment of procedure mentioned in paragraph (b) or (c).(5) The approved exchange must remunerate the auditor in respect of the discharge by the auditor of all or any of the duties mentioned in subsection (4).Subdivision (4) — ImmunityImmunity from criminal or civil liability32.—

No criminal or civil liability is incurred by —

an approved exchange; or

any person acting on behalf of an approved exchange,for any thing done (including any statement made) or omitted to be done with reasonable care and in good faith in the course of, or in connection with, the discharge or purported discharge of the obligations of the approved exchange under this Act or under the business rules or, where appropriate, listing rules of the approved exchange.(2) For the purposes of subsection (1), the reference to a person acting on behalf of an approved exchange includes —

any director of an approved exchange; or

any member of any committee established by an approved exchange.Division 3 — Regulation of Recognised Market OperatorsGeneral obligations33.—

A recognised market operator must —

as far as is reasonably practicable, ensure that every organised market it operates is a fair, orderly and transparent organised market;

manage any risks associated with its business and operations prudently;

in discharging its obligations under this Act, not act contrary to the interests of the public, having particular regard to the interests of the investing public;

ensure that access for participation in its facilities is subject to criteria that are —

fair and objective; and

designed to ensure the orderly functioning of its organised market and to protect the interests of the investing public;

maintain business rules and, where appropriate, listing rules that make satisfactory provision for —

the organised market to be operated in a fair, orderly and transparent manner; and

the proper regulation and supervision of its members;

enforce compliance with its business rules and, where appropriate, its listing rules;

have sufficient financial, human and system resources —

to operate a fair, orderly and transparent organised market;

to meet contingencies or disasters; and

to provide adequate security arrangements;

maintain governance arrangements that are adequate for its organised market to be operated in a fair, orderly and transparent manner; and

ensure that it appoints or employs fit and proper persons as its chairman, chief executive officer, directors and key management officers.(2) In subsection (1)(g), “contingencies or disasters” includes technical disruptions occurring within automated systems.Obligation to notify Authority of certain matters34.—

A recognised market operator must, as soon as practicable after the occurrence of any of the following circumstances, notify the Authority of the circumstance:

any material change to the information provided by the recognised market operator in its application under section 8(1) or (2) or 12(1);

the recognised market operator becoming aware of any financial irregularity or other matter which in its opinion —

may affect its ability to discharge its financial obligations; or

may affect the ability of a participant of the recognised market operator to meet its financial obligations to the recognised market operator;

any other matter that the Authority may —

prescribe by regulations made under section 44 for the purposes of this paragraph; or

specify by notice in writing to the recognised market operator in any particular case.(2) A recognised market operator must notify the Authority of any matter that the Authority may prescribe by regulations made under section 44 for the purposes of this subsection, no later than such time as the Authority may prescribe by those regulations.(3) A recognised market operator must notify the Authority of any matter that the Authority may specify by notice in writing to the recognised market operator, no later than such time as the Authority may specify in that notice.Obligation to manage risks prudently35.—

Without prejudice to the generality of section 33(1)(b), a recognised market operator must ensure that the systems and controls concerning the assessment and management of risks to every organised market that the recognised market operator operates are adequate and appropriate for the scale and nature of its operations.(2) Any recognised market operator which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.Obligation to maintain proper records36.—

A recognised market operator must maintain a record of all transactions effected through its organised market in accordance with regulations mentioned in subsection (2).(2) The Authority may by regulations made under section 44 prescribe —

the form and manner in which the record mentioned in subsection (1) is to be maintained;

the extent to which the record includes details of each transaction; and

the period of time that the record is to be maintained.Obligation to submit periodic reports

the furnishing of such returns as the Authority may require for the proper administration of this Act; and

the provision of —

such books and information as the Authority may require for the proper administration of this Act, being books and information —

relating to the business of the recognised market operator;

in respect of any transaction or class of transactions, whether completed or uncompleted, effected through the organised market of the recognised market operator; or

in respect of any product or class of products traded on the organised market of the recognised market operator; and

such other information as the Authority may require for the proper administration of this Act.Obligation to maintain confidentiality39.—

Subject to subsection (2), a recognised market operator and its officers and employees must maintain, and aid in maintaining, the confidentiality of all user information that —

comes to the knowledge of the recognised market operator or any of its officers or employees; or

is in the possession of the recognised market operator or any of its officers or employees.(2) Subsection (1) does not apply to —

the disclosure of user information for such purposes, or in such circumstances, as the Authority may prescribe by regulations made under section 44;

any disclosure of user information which is authorised by the Authority to be disclosed or furnished; or

the disclosure of user information pursuant to any requirement imposed under any written law or order of court in Singapore.(3) To avoid doubt, nothing in this section is to be construed as preventing a recognised market operator from entering into a written agreement with a user that obliges the recognised market operator to maintain a higher degree of confidentiality than that specified in this section.Non-compliance with business rules or listing rules not to substantially affect rights of person

this Act;

its business rules; or

where applicable, its listing rules,in relation to a matter does not prevent the matter from being treated, for the purposes of this Act, as done in accordance with the business rules or listing rules so long as the failure does not substantially affect the rights of any person entitled to require compliance with the business rules or listing rules.Listing, de-listing or trading of certain instruments, contracts and transactions41.—

A recognised market operator must, in respect of any relevant product that is listed or permitted for trading on any organised market operated by the recognised market operator, comply with requirements prescribed by regulations made under section 44 or specified in directions issued under section 45 relating to —

the limits that the recognised market operator must establish on the number of open positions that may be held by any participant in respect of the relevant product;

the steps that the recognised market operator must take to ensure compliance with the limits established under paragraph (a);

the positions that the recognised market operator must reckon for the purpose of determining if limits established under paragraph (a) have been exceeded;

the settlement procedures that the recognised market operator must establish in respect of the relevant product;

the limits that the recognised market operator must establish on the price movements of the relevant product; and

any other matter in respect of the relevant product that the Authority considers necessary or expedient for the furtherance of the objectives mentioned in section 5.(2) A recognised market operator must, within such time and in such form and manner as the Authority may specify, notify the Authority that it has taken measures to comply with the requirements mentioned in subsection (1) —

before listing or de-listing, or permitting the trading of, any relevant product on any organised market operated by the recognised market operator; and

after listing or permitting the trading of any relevant product on any organised market operated by the recognised market operator.(3) A recognised market operator which is required under subsection (2) to notify the Authority must use due care to ensure that the notification is not false or misleading in any material particular.(4) Any recognised market operator which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.(5) Any recognised market operator which contravenes subsection (2)(a) or (b) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 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.(6) Any recognised market operator which contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.(7) Any participant who wilfully exceeds any limit established by a recognised market operator in accordance with the requirements imposed under subsection (1)(a) on the number of open positions that may be held by any participant in respect of any relevant product shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000.(8) In this section, “relevant product” means any instrument, contract or transaction on any organised market operated by the recognised market operator, but does not include —

securities;

any unit in a collective investment scheme;

a spot contract;

a deposit as defined in section 4B of the Banking Act (Cap. 19), where the deposit is accepted by a bank licensed under that Act or a merchant bank approved as a financial institution under the Monetary Authority of Singapore Act (Cap. 186);

a deposit as defined in section 2 of the Finance Companies Act (Cap. 108), where the deposit is accepted by a finance company as defined in that section of that Act;

any contract of insurance in relation to any class of insurance business specified in section 2(1) of the Insurance Act (Cap. 142); or

any contract or arrangement that is, or that belongs to a class of contracts or arrangements that is, prescribed not to be a derivatives contract.Penalties under this Division

Subsection (2) applies if the Authority is satisfied that an officer of an approved exchange or a recognised market operator (such approved exchange or recognised market operator being a Singapore corporation) —

has wilfully contravened, or wilfully caused the approved exchange or recognised market operator to contravene —

this Act;

where applicable, the business rules of the approved exchange or recognised market operator; or

where applicable, the listing rules of the approved exchange or recognised market operator;

has, without reasonable excuse, failed to ensure compliance with this Act, or with the business rules, or, where applicable, the listing rules of the approved exchange or recognised market operator, by the approved exchange or recognised market operator, by a participant of the approved exchange or recognised market operator, or by a person associated with that participant;

has failed to discharge the duties or functions of the officer’s office or employment;

is an undischarged bankrupt, whether in Singapore or elsewhere;

has had execution against him in respect of a judgment debt returned unsatisfied in whole or in part;

has, whether in Singapore or elsewhere, made a compromise or scheme of arrangement with the officer’s creditors, being a compromise or scheme of arrangement that is still in operation; or

has been convicted, whether in Singapore or elsewhere, of an offence, committed before, on or after the date of commencement of section 8 of the Securities and Futures (Amendment) Act 2016, involving fraud or dishonesty or the conviction for which involved a finding that the officer had acted fraudulently or dishonestly.(2) In any case mentioned in subsection (1), the Authority may, if it thinks it necessary in the interests of the public or a section of the public or for the protection of investors, by notice in writing direct the approved exchange or recognised market operator to remove the officer from the officer’s office or employment, and the approved exchange or recognised market operator must comply with such notice, despite the provisions of section 152 of the Companies Act (Cap. 50) or anything in any other law or in the constitution or other constituent document or documents of the approved exchange or recognised market operator.(3) Without prejudice to any other matter that the Authority may consider relevant, the Authority may, in determining whether an officer of an approved exchange or a recognised market operator has failed to discharge the duties or functions of the officer’s office or employment for the purposes of subsection (1)(c), have regard to such criteria as the Authority may prescribe by regulations made under section 44 or notify in writing to the approved exchange or recognised market operator, as the case may be.(4) Subject to subsection (5), the Authority must not direct an approved exchange or a recognised market operator to remove an officer from the officer’s office or employment without giving the approved exchange or recognised market operator an opportunity to be heard.(5) The Authority may direct an approved exchange or a recognised market operator to remove an officer from the officer’s office or employment under subsection (2) on any of the following grounds without giving the approved exchange or recognised market operator an opportunity to be heard:

the officer is an undischarged bankrupt, whether in Singapore or elsewhere;

the officer has been convicted, whether in Singapore or elsewhere, of an offence, committed before, on or after the date of commencement of section 8 of the Securities and Futures (Amendment) Act 2016 —

involving fraud or dishonesty or the conviction for which involved a finding that the officer had acted fraudulently or dishonestly; and

punishable with imprisonment for a term of 3 months or more.(6) Where the Authority directs an approved exchange or a recognised market operator to remove an officer from the officer’s office or employment under subsection (2), the Authority need not give that officer an opportunity to be heard.(7) Any approved exchange or recognised market operator that is aggrieved by a direction of the Authority made in relation to the approved exchange or recognised market operator, as the case may be, under subsection (2) may, within 30 days after the approved exchange or recognised market operator, as the case may be, is notified of the direction, appeal to the Minister whose decision is final.(8) Despite the lodging of an appeal under subsection (7), any action taken by the Authority under this section continues to have effect pending the decision of the Minister.(9) The Minister may, when deciding an appeal under subsection (7), make such modification as the Minister considers necessary to any action taken by the Authority under this section, and such modified action has effect starting on the date of the decision of the Minister.(10) Subject to subsection (11), no criminal or civil liability is incurred by an approved exchange or a recognised market operator in respect of any thing done or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of its obligations under this section.(11) Any approved exchange or recognised market operator that, without reasonable excuse, contravenes a notice issued under subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.Power of Authority to make regulations44.—

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

relating to the approval of approved exchanges and the recognition of recognised market operators;

relating to the requirements applicable to any person who establishes, operates or assists in establishing or operating an organised market, whether or not the person is approved as an approved exchange under section 9(1)(a) or recognised as a recognised market operator under section 9(1)(b) or (2); and

specifying measures to manage any risks assumed by an approved exchange or a recognised market operator.(2) Regulations made under this section may provide —

that a contravention of any specified provision of the regulations made under this section shall be an offence; and

for a penalty not exceeding a fine of $150,000 or imprisonment for a term not exceeding 12 months or both for each offence and, in the case of a continuing offence, a further penalty not exceeding a fine of 10% of the maximum fine prescribed for that offence for every day or part of a day during which the offence continues after conviction.Power of Authority to issue directions45.—

The Authority may issue directions, whether of a general or specific nature, by notice in writing, to an approved exchange or a recognised market operator, if the Authority thinks it necessary or expedient —

for ensuring the fair, orderly and transparent operation of any organised market operated by the approved exchange or recognised market operator, or of organised markets operated by approved exchanges or recognised market operators in general;

for ensuring the integrity and stability of the capital markets or the financial system;

in the interests of the public or a section of the public or for the protection of investors;

for the effective administration of this Act; or

for ensuring compliance with any condition or restriction as may be imposed by the Authority under section 9(4) or (5), 16(2), 27(5), (10) or (11), 28(11) or (12) or 46AAG(1) or (2), or such other obligations or requirements under this Act or as may be prescribed by regulations made under section 44.(2) An approved exchange or recognised market operator must comply with every direction issued to it under subsection (1).(3) Any approved exchange or recognised market operator that, without reasonable excuse, contravenes a direction issued to it under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.(4) It is not necessary to publish any direction issued under subsection (1) in the Gazette.Power of Authority in organised market46.—

Without prejudice to the generality of section 45, where the Authority is of the opinion that it is necessary to prohibit trading in —

particular securities of, or made available by, an entity;

particular securities‑based derivatives contracts of, or made available by, an entity; or

particular units in a collective investment scheme,on an organised market of an approved exchange or a recognised market operator —

in order to protect persons buying or selling the securities, securities‑based derivatives contracts or units in a collective investment scheme, as the case may be; or

in the interests of the public,the Authority may give notice in writing to the approved exchange or recognised market operator stating that it is of that opinion and setting out the reasons for its opinion.(2) If, after the receipt of the notice given under subsection (1), the approved exchange or recognised market operator fails to take any action in relation to the particular securities, securities‑based derivatives contracts, or units in a collective investment scheme, as the case may be, on that organised market and the Authority continues to be of the opinion that it is necessary to prohibit trading in the particular securities, securities‑based derivatives contracts, or units in a collective investment scheme, as the case may be, on that organised market so as to achieve the objectives under subsection (1)(i) or (ii), the Authority may, by notice in writing to the approved exchange or recognised market operator —

prohibit trading in the particular securities, securities‑based derivatives contracts, or units in a collective investment scheme, as the case may be, on that organised market for such period not exceeding 14 days, as specified in the notice; and

impose conditions or restrictions on the approved exchange or recognised market operator, as specified in the notice.(3) The Authority may, at any time, by notice in writing, add to, vary or revoke any condition or restriction mentioned in subsection (2)(b).(4) An approved exchange or a recognised market operator on which a condition or restriction is imposed under subsection (2)(b) or (3) must satisfy that condition or restriction.(5) Where the Authority gives a notice to an approved exchange or a recognised market operator under subsection (2), the Authority must —

at the same time send a copy of the notice to —

in the case of securities, the entity;

in the case of securities‑based derivatives contracts, the entity; or

in the case of units in a collective investment scheme, the responsible person of the collective investment scheme,together with a statement setting out the reasons for the giving of the notice; and

as soon as practicable, furnish to the Minister a written report setting out the reasons for the giving of the notice and send a copy of the report to the approved exchange or recognised market operator.(6) Any person who is aggrieved by any action taken by the Authority, an approved exchange or a recognised market operator under this section may, within 30 days after the person is notified of the action, appeal to the Minister whose decision is final.(7) Despite the lodging of an appeal under subsection (6), any action taken by the Authority, an approved exchange or a recognised market operator under this section continues to have effect pending the decision of the Minister.(8) The Minister may, when deciding an appeal under subsection (6), make such modification as the Minister considers necessary to any action taken by the Authority, an approved exchange or a recognised market operator under this section, and such modified action has effect starting on the date of the decision of the Minister.(9) Any approved exchange or recognised market operator which permits trading in securities, securities‑based derivatives contracts, or units in a collective investment scheme, on the organised market of the approved exchange or recognised market operator in contravention of a notice given under subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 and, in the case of a continuing offence, to a further fine not exceeding $10,000 for every day or part of a day during which the offence continues after conviction.Emergency powers of Authority46AA.—

Where the Authority has reason to believe that an emergency exists, or thinks that it is necessary or expedient in the interests of the public or a section of the public or for the protection of investors, the Authority may by notice direct in writing an approved exchange or a recognised market operator, as the case may be, to take such action as the Authority considers necessary to maintain or restore the fair, orderly and transparent operation of the organised markets operated by the approved exchange or recognised market operator, as the case may be.(2) Without prejudice to subsection (1), the actions which the Authority may direct an approved exchange or a recognised market operator, as the case may be, to take include —

terminating or suspending trading on the organised market operated by the approved exchange or recognised market operator;

confining trading to liquidation of positions in capital markets products;

ordering the liquidation of any position or all positions or the reduction in any position or all positions;

limiting trading to a specific price range;

modifying trading days or hours;

altering conditions of delivery;

fixing the settlement price at which positions are to be liquidated;

requiring any person to act in a specified manner in relation to trading in capital markets products or any class of capital markets products;

requiring margins or additional margins for any capital markets products; and

modifying or suspending any of the business rules, or listing rules, as the case may be, of the approved exchange or recognised market operator, as the case may be.(3) Where an approved exchange or a recognised market operator fails to comply with any direction of the Authority under subsection (1) within such time as is specified by the Authority, the Authority may —

set margin levels in any capital markets products or class of capital markets products to cater for the emergency;

set limits that may apply to positions acquired in good faith by any person prior to the date of the notice issued by the Authority; or

take such other action to maintain or restore the fair, orderly and transparent operation of the organised markets operated by the approved exchange or recognised market operator, as the case may be.(4) In this section, “emergency” means any threatened or actual market manipulation or cornering, and includes —

any act of any government affecting any commodity or financial instrument;

any major market disturbance that prevents an organised market from accurately reflecting the forces of supply and demand for any commodity or financial instrument; or

any undesirable situation or practice that, in the opinion of the Authority, constitutes an emergency.(5) The Authority may modify any action taken by an approved exchange or a recognised market operator under subsection (1), including the setting aside of that action.(6) Any person which is aggrieved by any action taken under this section by the Authority, an approved exchange or a recognised market operator, may, within 30 days after the person is notified of the action, appeal to the Minister whose decision is final.(7) Despite the lodging of an appeal under subsection (6), any action taken under this section by the Authority, an approved exchange or a recognised market operator, continues to have effect pending the decision of the Minister.(8) The Minister may, when deciding an appeal under subsection (6), make such modification as the Minister considers necessary to any action taken under this section by the Authority, an approved exchange or a recognised market operator, and such modified action has effect starting on the date of the decision of the Minister.(9) Any approved exchange or recognised market operator which fails to comply with a direction issued under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.Interpretation of sections 46AAA to 46AAF46AAA. In this section and sections 46AAB to 46AAF, unless the context otherwise requires —“business” includes affairs and property;“office holder”, in relation to an approved exchange or a recognised market operator, means any person acting as the liquidator, the provisional liquidator, the receiver or the receiver and manager of the approved exchange or recognised market operator (as the case may be), or acting in an equivalent capacity in relation to the approved exchange or recognised market operator (as the case may be);“relevant business” means any business of an approved exchange or a recognised market operator —

that the Authority has assumed control of under section 46AAB; or

in relation to which a statutory adviser or a statutory manager has been appointed under section 46AAB;“statutory adviser” means a statutory adviser appointed under section 46AAB;“statutory manager” means a statutory manager appointed under section 46AAB.Action by Authority if approved exchange or recognised market operator unable to meet obligations, etc.46AAB.—

The Authority may exercise any one or more of the powers specified in subsection (2) as appears to it to be necessary, where —

an approved exchange or a recognised market operator informs the Authority that it is or is likely to become insolvent, or that it is or is likely to become unable to meet its obligations, or that it has suspended or is about to suspend payments;

an approved exchange or a recognised market operator becomes unable to meet its obligations, or is insolvent, or suspends payments;

the Authority is of the opinion that an approved exchange or a recognised market operator —

is carrying on its business in a manner likely to be detrimental to the interests of the public or a section of the public or to the protection of investors, or to the objectives specified in section 5;

is or is likely to become insolvent, or is or is likely to become unable to meet its obligations, or is about to suspend payments;

has contravened any of the provisions of this Act; or

has failed to comply with any condition or restriction imposed on it under section 9(4) or (5); or

the Authority considers it in the public interest to do so.(2) Subject to subsections (1) and (3), the Authority may —

require the approved exchange or recognised market operator (as the case may be) immediately to take any action or to do or not to do any act or thing whatsoever in relation to its business as the Authority may consider necessary;

appoint one or more persons as statutory adviser, on such terms and conditions as the Authority may specify, to advise the approved exchange or recognised market operator (as the case may be) on the proper management of such of the business of the approved exchange or recognised market operator (as the case may be) as the Authority may determine; or

assume control of and manage such of the business of the approved exchange or recognised market operator (as the case may be) as the Authority may determine, or appoint one or more persons as statutory manager to do so on such terms and conditions as the Authority may specify.(3) In the case of a recognised market operator that is incorporated outside Singapore, any appointment of a statutory adviser or statutory manager or any assumption of control by the Authority of any business of the recognised market operator (as the case may be) under subsection (2) is only in relation to —

the business or affairs of the recognised market operator carried on in, or managed in or from, Singapore; or

the property of the recognised market operator located in Singapore, or reflected in the books of the recognised market operator in Singapore, as the case may be, in relation to its operations in Singapore.(4) Where the Authority appoints 2 or more persons as the statutory manager of an approved exchange or a recognised market operator, the Authority must specify, in the terms and conditions of the appointment, which of the duties, functions and powers of the statutory manager —

may be discharged or exercised by such persons jointly and severally;

must be discharged or exercised by such persons jointly; and

must be discharged or exercised by a specified person or such persons.(5) Where the Authority has exercised any power under subsection (2), the Authority may, at any time and without prejudice to its power under section 14(1)(e), do one or more of the following:

vary or revoke any requirement of, any appointment made by or any action taken by the Authority in the exercise of such power, on such terms and conditions as it may specify;

further exercise any of the powers under subsection (2);

add to, vary or revoke any term or condition specified by the Authority under this section.(6) No liability is incurred by a statutory manager or a statutory adviser for anything done (including any statement made) or omitted to be done with reasonable care and in good faith in the course of or in connection with —

the exercise or purported exercise of any power under this Act;

the performance or purported performance of any function or duty under this Act; or

the compliance or purported compliance with this Act.(7) Any approved exchange or recognised market operator that fails to comply with a requirement imposed by the Authority under subsection (2)(a) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.Effect of assumption of control under section 46AAB46AAC.—

Upon assuming control of the relevant business of an approved exchange or a recognised market operator, the Authority or statutory manager, as the case may be, must take custody or control of the relevant business.(2) During the period when the Authority or statutory manager is in control of the relevant business of an approved exchange or a recognised market operator, the Authority or statutory manager —

must manage the relevant business of the approved exchange or recognised market operator (as the case may be) in the name of and on behalf of the approved exchange or recognised market operator (as the case may be); and

is to be treated to be an agent of the approved exchange or recognised market operator (as the case may be).(3) In managing the relevant business of an approved exchange or a recognised market operator, the Authority or statutory manager —

must take into consideration the interests of the public or the section of the public mentioned in section 46AAB(1)(c)(i), and the need to protect investors; and

has all the duties, powers and functions of the members of the board of directors of the approved exchange or recognised market operator (as the case may be) (collectively and individually) under this Act, the Companies Act (Cap. 50) and the constitution of the approved exchange or recognised market operator (as the case may be), including powers of delegation, in relation to the relevant business of the approved exchange or recognised market operator (as the case may be); but nothing in this paragraph requires the Authority or statutory manager to call any meeting of the approved exchange or recognised market operator (as the case may be) under the Companies Act or the constitution of the approved exchange or recognised market operator (as the case may be).(4) Upon the assumption of control of the relevant business of an approved exchange or a recognised market operator by the Authority or statutory manager, any appointment of a person as the chief executive officer or a director of the approved exchange or recognised market operator (as the case may be), which was in force immediately before the assumption of control, is treated to be revoked unless the Authority gives its approval, by notice in writing to the person and the approved exchange or recognised market operator (as the case may be), for the person to remain in the appointment.(5) During the period when the Authority or statutory manager is in control of the relevant business of an approved exchange or a recognised market operator, a person must not, except with the approval of the Authority, be appointed as the chief executive officer or a director of the approved exchange or recognised market operator (as the case may be).(6) Where the Authority has given its approval under subsection (4) or (5) for a person to remain in the appointment of, or to be appointed as, the chief executive officer or a director of an approved exchange or a recognised market operator, the Authority may at any time, by notice in writing to the person, and the approved exchange or recognised market operator (as the case may be), revoke that approval, and the appointment is treated to be revoked on the date specified in the notice.(7) If any person, whose appointment as the chief executive officer or a director of an approved exchange or a recognised market operator is revoked under subsection (4) or (6), acts or purports to act after the revocation as the chief executive officer or a director of the approved exchange or recognised market operator (as the case may be) during the period when the Authority or statutory manager is in control of the relevant business of the approved exchange or recognised market operator (as the case may be) —

the act or purported act of the person is invalid and of no effect; and

the person shall be guilty of an offence.(8) If any person who is appointed as the chief executive officer or a director of an approved exchange or a recognised market operator in contravention of subsection (5) acts or purports to act as the chief executive officer or a director of the approved exchange or recognised market operator (as the case may be) during the period when the Authority or statutory manager is in control of the relevant business of the approved exchange or recognised market operator (as the case may be) —

the act or purported act of the person is invalid and of no effect; and

the person shall be guilty of an offence.(9) During the period when the Authority or statutory manager is in control of the relevant business of an approved exchange or a recognised market operator —

if there is any conflict or inconsistency between —

a direction or decision given by the Authority or statutory manager (including a direction or decision given to a person or body of persons mentioned in sub‑paragraph (ii)); and

a direction or decision given by any chief executive officer, director, member, executive officer, employee, agent or office holder, or the board of directors, of the approved exchange or recognised market operator (as the case may be),the direction or decision mentioned in sub‑paragraph (i), to the extent of the conflict or inconsistency, prevails over the direction or decision mentioned in sub‑paragraph (ii); and

a person must not exercise any voting or other right attached to any share in the approved exchange or recognised market operator (as the case may be) in any manner that may defeat or interfere with any duty, function or power of the Authority or statutory manager, and any such act or purported act is invalid and of no effect.(10) Any person who is guilty of an offence under subsection (7) or (8) shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.(11) Subsections (4), (5), (7) and (8) have effect despite any written law or rule of law to the contrary.Duration of control46AAD.—

The Authority must cease control of the relevant business of an approved exchange or a recognised market operator if the Authority is satisfied that —

the reasons for the Authority’s assumption of control have ceased to exist; or

the Authority’s assumption of control is no longer necessary in the interests of the public or the section of the public mentioned in section 46AAB(1)(c)(i), or for the protection of investors.(2) A statutory manager is treated to have assumed control of the relevant business of an approved exchange or a recognised market operator on the date of appointment as a statutory manager.(3) The appointment of a statutory manager in relation to the relevant business of an approved exchange or a recognised market operator may be revoked by the Authority at any time —

if the Authority is satisfied that —

the reasons for the appointment have ceased to exist; or

the appointment is no longer necessary in the interests of the public or the section of the public mentioned in section 46AAB(1)(c)(i), or for the protection of investors; or

on any other ground,and upon such revocation, the statutory manager must cease control of the relevant business of the approved exchange or recognised market operator (as the case may be).(4) The Authority must, as soon as practicable, publish in the Gazette the date, and such other particulars as the Authority thinks fit, of —

the Authority’s assumption of control of the relevant business of an approved exchange or a recognised market operator;

the cessation of the Authority’s control of the relevant business of an approved exchange or a recognised market operator;

the appointment of a statutory manager in relation to the relevant business of an approved exchange or a recognised market operator; and

the revocation of a statutory manager’s appointment in relation to the relevant business of an approved exchange or a recognised market operator.Responsibilities of officers, member, etc., of approved exchange or recognised market operator46AAE.—

During the period when the Authority or statutory manager is in control of the relevant business of an approved exchange or a recognised market operator —

the High Court may, on an application by the Authority or statutory manager, direct any person who ceased to be or still is a chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the approved exchange or recognised market operator (as the case may be) to pay, deliver, convey, surrender or transfer to the Authority or statutory manager, within such period as the High Court may specify, any property or book of the approved exchange or recognised market operator (as the case may be) which is comprised in, forms part of or relates to the relevant business of the approved exchange or recognised market operator (as the case may be), and which is in the person’s possession or control; and

any person who ceased to be or still is a chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the approved exchange or recognised market operator (as the case may be) must give to the Authority or statutory manager such information as the Authority or statutory manager may require for the discharge of the Authority’s or statutory manager’s duties or functions, or the exercise of the Authority’s or statutory manager’s powers, in relation to the approved exchange or recognised market operator (as the case may be), within such time and in such manner as may be specified by the Authority or statutory manager.(2) Any person who —

without reasonable excuse, fails to comply with subsection (1)(b); or

in purported compliance with subsection (1)(b), knowingly or recklessly furnishes any information or document that is false or misleading in a material particular,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 3 years 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.Remuneration and expenses of Authority and others in certain cases46AAF.—

The Authority may at any time fix the remuneration and expenses to be paid by an approved exchange or a recognised market operator —

to a statutory manager or statutory adviser appointed in relation to the approved exchange or recognised market operator (as the case may be), whether or not the appointment has been revoked; and

where the Authority has assumed control of the relevant business of the approved exchange or recognised market operator (as the case may be), to the Authority and any person appointed by the Authority under section 320 in relation to the Authority’s assumption of control of the relevant business, whether or not the Authority has ceased to be in control of the relevant business.(2) The approved exchange or recognised market operator (as the case may be) must reimburse the Authority any remuneration and expenses payable by the approved exchange or recognised market operator (as the case may be) to a statutory manager or statutory adviser.Power of Authority to exempt approved exchange or recognised market operator from provisions of this Part46AAG.—

The Authority may, by regulations made under section 44, exempt —

any approved exchange or recognised market operator; or

any class of approved exchanges or class of recognised market operators,from any provision of this Part, subject to such conditions or restrictions as the Authority may prescribe in those regulations.(2) The Authority may, by notice in writing, exempt any approved exchange or recognised market operator from any provision of this Part, subject to such conditions or restrictions as the Authority may specify by notice in writing, if the Authority is satisfied that such exemption will not detract from the objectives specified in section 5.(3) The Authority may, at any time, by notice in writing, add to, vary or revoke the conditions or restrictions mentioned in subsection (2).(4) An approved exchange or a recognised market operator that is exempted under subsection (1) must satisfy every condition or restriction imposed on it under that subsection.(5) An approved exchange or a recognised market operator that is exempted under subsection (2) must, for the duration of the exemption, satisfy every condition or restriction imposed on it under that subsection and subsection (3).(6) It is not necessary to publish any exemption granted under subsection (2) in the Gazette.Division 5 — Voluntary Transfer of Business of Approved Exchange or Recognised Market OperatorInterpretation of this Division46AAH. In this Division, unless the context otherwise requires —“business” includes affairs, property, right, obligation and liability;“Court” means the High Court or a Judge of the High Court;“debenture” has the same meaning as in section 4(1) of the Companies Act (Cap. 50);“property” includes property, right and power of every description;“Registrar of Companies” means the Registrar of Companies appointed under the Companies Act and includes any Deputy or Assistant Registrar of Companies appointed under that Act;“transferee” means an approved exchange or a recognised market operator, or a corporation which has applied or will be applying for approval or recognition to carry on in Singapore the usual business of an approved exchange or a recognised market operator, to which the whole or any part of a transferor’s business is, is to be or is proposed to be transferred under this Division;“transferor” means an approved exchange or a recognised market operator the whole or any part of the business of which is, is to be, or is proposed to be transferred under this Division.Voluntary transfer of business46AAI.—

A transferor may transfer the whole or any part of its business (including any business that is not the usual business of an approved exchange or a recognised market operator) to a transferee, if —

the Authority has consented to the transfer;

the transfer involves the whole or any part of the business of the transferor that is the usual business of an approved exchange or a recognised market operator; and

the Court has approved the transfer.(2) Subsection (1) is without prejudice to the right of an approved exchange or a recognised market operator to transfer the whole or any part of its business under any law.(3) The Authority may consent to a transfer under subsection (1)(a) if the Authority is satisfied that —

the transferee is a fit and proper person; and

the transferee will conduct the business of the transferor prudently and comply with the provisions of this Act.(4) The Authority may at any time appoint one or more persons to perform an independent assessment of, and furnish a report on, the proposed transfer of a transferor’s business (or any part of a transferor’s business) under this Division.(5) The remuneration and expenses of any person appointed under subsection (4) must be paid by the transferor and the transferee jointly and severally.(6) The Authority must serve a copy of any report furnished under subsection (4) on the transferor and the transferee.(7) The Authority may require a person to furnish, within the period and in the manner specified by the Authority, any information or document that the Authority may reasonably require for the discharge of its duties or functions, or the exercise of its powers, under this Division.(8) Any person who —

without reasonable excuse, fails to comply with any requirement under subsection (7); or

in purported compliance with any requirement under subsection (7), knowingly or recklessly furnishes any information or document that is false or misleading in a material particular,shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction.(9) Where a person claims, before furnishing the Authority with any information or document that the person is required to furnish under subsection (7), that the information or document might tend to incriminate the person, the information or document is not admissible in evidence against the person in criminal proceedings other than proceedings under subsection (8).Approval of transfer46AAJ.—

A transferor must apply to the Court for its approval of the transfer of the whole or any part of the business of the transferor to the transferee under this Division.(2) Before making an application under subsection (1) —

the transferor must lodge with the Authority a report setting out such details of the transfer and furnish such supporting documents as the Authority may specify;

the transferor must obtain the consent of the Authority under section 46AAI(1)(a);

the transferor and the transferee must, if they intend to serve on their respective participants a summary of the transfer, obtain the Authority’s approval of the summary;

the transferor must, at least 15 days before the application is made but not earlier than one month after the report mentioned in paragraph (a) is lodged with the Authority, publish in the Gazette and in such newspaper or newspapers as the Authority may determine a notice of the transferor’s intention to make the application and containing such other particulars as may be prescribed by regulations made under section 44;

the transferor and the transferee must keep at their respective offices in Singapore, for inspection by any person who may be affected by the transfer, a copy of the report mentioned in paragraph (a) for a period of 15 days after the notice referred to in paragraph (d) is published in the Gazette; and

unless the Court directs otherwise, the transferor and the transferee must serve on their respective participants who are affected by the transfer, at least 15 days before the application is made, a copy of the report mentioned in paragraph (a) or a summary of the transfer approved by the Authority under paragraph (c).(3) The Authority and any person who, in the opinion of the Court, is likely to be affected by the transfer —

have the right to appear before and be heard by the Court in any proceedings relating to the transfer; and

may make any application to the Court in relation to the transfer.(4) The Court must not approve the transfer if the Authority has not consented under section 46AAI(1)(a) to the transfer.(5) The Court may, after considering the views, if any, of the Authority on the transfer —

approve the transfer without modification or subject to any modification agreed to by the transferor and the transferee; or

refuse to approve the transfer.(6) If the transferee is not approved as an approved exchange or recognised as a recognised market operator by the Authority, the Court may approve the transfer on terms that the transfer takes effect only in the event of the transferee being approved as an approved exchange or recognised as a recognised market operator by the Authority.(7) The Court may by the order approving the transfer or by any subsequent order provide for all or any of the following matters:

the transfer to the transferee of the whole or any part of the business of the transferor;

the allotment or appropriation by the transferee of any share, debenture, policy or other interest in the transferee which under the transfer is to be allotted or appropriated by the transferee to or for any person;

the continuation by (or against) the transferee of any legal proceedings pending by (or against) the transferor;

the dissolution, without winding up, of the transferor;

the provisions to be made for persons who are affected by the transfer;

such incidental, consequential and supplementary matters as are, in the opinion of the Court, necessary to secure that the transfer is fully effective.(8) Any order under subsection (7) may —

provide for the transfer of any business, whether or not the transferor otherwise has the capacity to effect the transfer in question;

make provision in relation to any property which is held by the transferor as trustee; and

make provision as to any future or contingent right or liability of the transferor, including provision as to the construction of any instrument under which any such right or liability may arise.(9) Subject to subsection (10), where an order made under subsection (7) provides for the transfer to the transferee of the whole or any part of the transferor’s business, then by virtue of the order the business (or part of the business) of the transferor specified in the order is transferred to and vests in the transferee, free in the case of any particular property (if the order so directs) from any charge which by virtue of the transfer is to cease to have effect.(10) No order under subsection (7) has any effect or operation in transferring or otherwise vesting land in Singapore until the appropriate entries are made with respect to the transfer or vesting of that land by the appropriate authority.(11) If any business specified in an order under subsection (7) is governed by the law of any foreign country or territory, the Court may order the transferor to take all necessary steps for securing that the transfer of the business to the transferee is fully effective under the law of that country or territory.(12) Where an order is made under this section, the transferor and the transferee must each lodge within 7 days after the order is made —

a copy of the order with the Registrar of Companies and with the Authority; and

where the order relates to land in Singapore, an office copy of the order with the appropriate authority concerned with the registration or recording of dealings in that land.(13) A transferor or transferee which contravenes subsection (12), and every officer of the transferor or transferee (as the case may be) who fails to take all reasonable steps to secure compliance by the transferor or transferee (as the case may be) with that subsection, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part of a day during which the offence continues after conviction.”.