Clause 52

a public company which shares are listed for quotation on an approved exchange in Singapore;

a company that is a Singapore financial institution;

a company that is wholly‑owned by the Government;

a company that is wholly‑owned by a statutory body established by or under a public Act for a public purpose;

a company that is a wholly‑owned subsidiary of a company mentioned in sub‑paragraph (a), (b), (c) or (d);

a company which shares are listed on a securities exchange in a country or territory outside Singapore and which is subject to —

regulatory disclosure requirements; and (ii)requirements relating to adequate transparency in respect of its beneficial owners,imposed through stock exchange rules, law or other enforceable means.

any financial institution that is licensed, approved, registered (including a fund management company registered under paragraph 5(1)(i) of the Second Schedule to the Securities and Futures (Licensing and Conduct of Business) Regulations (Cap. 289, Rg 10)) or regulated by the Monetary Authority of Singapore but does not include —

any holder of a stored value facility as defined in section 2(1) of the Payment Systems (Oversight) Act (Cap. 222A); and

a person (other than a person mentioned in sub‑paragraphs (b) and (c)) who is exempted from licensing, approval or regulation by the Monetary Authority of Singapore under any Act administered by the Monetary Authority of Singapore, including a private trust company exempted from licensing under section 15 of the Trust Companies Act (Cap. 336) read with regulation 4 of the Trust Companies (Exemption) Regulations (Cap. 336, Rg 1);

any person exempted under section 23(1)(f) of the Financial Advisers Act (Cap. 110) read with regulation 27(1)(d) of the Financial Advisers Regulations (Cap. 110, Rg 2); or

any person exempted under section 99(1)(h) of the Securities and Futures Act (Cap. 289) read with paragraph 7(1)(b) of the Second Schedule to the Securities and Futures (Licensing and Conduct of Business) Regulations.FIFTEENTH SCHEDULESections 8(7), 386AA(1) and 386AC(c)Foreign companies to which Part XIAdoes not apply

a foreign company that is a Singapore financial institution;

a foreign company that is a wholly‑owned subsidiary of a foreign company that is a Singapore financial institution;

a foreign company which shares are listed on a securities exchange in a country or territory outside Singapore and which is subject to —

regulatory disclosure requirements; and

requirements relating to adequate transparency in respect of its beneficial owners,imposed through stock exchange rules, law or other enforceable means.

holds the right, directly or indirectly, to appoint or remove the directors or equivalent persons of the company or foreign company who hold a majority of the voting rights at meetings of the directors or equivalent persons on all or substantially all matters;

holds, directly or indirectly, more than 25% of the rights to vote on those matters that are to be decided upon by a vote of the members or equivalent persons of the company or foreign company; or

has the right to exercise, or actually exercises, significant influence or control over the company or foreign company.Definition of “significant interest”2.—

For the purposes of Part XIA, an individual or a legal entity has a significant interest in a company or foreign company having a share capital —

if the individual or legal entity, as the case may be, has an interest in more than 25% of the shares in the company or foreign company; or

if —

the individual or legal entity, as the case may be, has an interest in one or more voting shares in the company or foreign company; and

the total votes attached to that share, or those shares, is more than 25% of the total voting power in the company or foreign company.(2) In sub‑paragraph (1)(b), “voting share” does not include any treasury share or any share mentioned in section 21(4B) or (6C).

Subject to sub‑paragraphs (2), (3) and (5), subsections (1A) to (6A), (8), (9) and (10) of section 7 apply in determining whether a person has an interest in a share.(2) If 2 or more persons jointly have an interest in a share, or jointly hold a right, each of the persons is considered for the purposes of this Schedule as having an interest in that share, or as holding that right, as the case may be.(3) If shares in respect of which a person has an interest and the shares in respect of which another person has an interest are the subject of a joint arrangement between those persons, each of them is treated for the purposes of this Schedule as having an interest in the combined shares of both of them.(4) If the rights held by a person and the rights held by another person are the subject of a joint arrangement between those persons, each of them is treated for the purposes of this Schedule as holding the combined rights of both of them.(5) A share or right held by a person as nominee for another is to be considered for the purposes of this Schedule as held by the other (and not by the nominee).(6) In this paragraph —

a “joint arrangement” is an arrangement between the persons having an interest in shares or between holders of rights that they will exercise all or substantially all the rights conferred by their respective shares (or rights) jointly in a way that is pre‑determined by the arrangement; and

“arrangement” includes —

any scheme, agreement or understanding, whether or not it is legally enforceable; and

any convention, custom or practice of any kind, but something does not count as an arrangement unless there is at least some degree of stability about it (whether by its nature or terms, the time it has been in existence or otherwise).”.