Clause 36

A licensee-designated operating entity or, in the case of a licensee‑designated operating entity that is a business trust, its trustee‑manager, must not, on or after the effective designation date, appoint an individual as its chief executive officer, the chairperson of its board of directors or any of its directors, unless the licensee‑designated operating entity or its trustee‑manager (as the case may be) has obtained the prior written approval of the Authority.(2) Each of the following persons must not, on or after the effective designation date, appoint an individual as its chief executive officer or the chairperson of its board of directors unless the person has obtained the prior written permission of the Authority:

a non-licensee-designated operating entity or, in the case of a non‑licensee‑designated operating entity that is a business trust, its trustee‑manager;

a designated equity interest holder or, in the case of a designated equity interest holder that is a business trust, its trustee‑manager.(3) A person must not, on or after the effective designation date, be appointed as a manager of, or become a partner in, a limited liability partnership that is a designated entity unless the designated entity has obtained the prior written approval of the Authority.(4) A person must not, on or after the effective designation date, become a partner in a partnership that is a designated entity unless the person has obtained the prior written approval of the Authority.(5) The Authority may —

grant an approval under this section subject to any conditions that the Authority considers appropriate to impose; and

at any time add to, vary or revoke any condition so imposed.(6) Any person who contravenes subsection (1), (2), (3) or (4), or who fails to comply with any condition imposed under subsection (5), shall be guilty of an offence.(7) This section has effect despite the provisions of any other written law or anything contained in the memorandum or articles of association, limited liability partnership agreement, partnership contract, trust deed or other constitution, of the designated entity or the trustee‑manager of the designated entity in relation to which the application for approval under subsection (1), (2), (3) or (4) is made.(8) In this section —

a reference to a “licensee-designated operating entity” is to a designated operating entity that is also —

the holder of a licence to provide any licensed service that is an essential transport service; or

a business trust through which a trustee-manager provides any licensed service that is an essential transport service; and

a reference to a “non‑licensee‑designated operating entity” is to a designated operating entity that is not a licensee‑designated operating entity.Acquisition of business of designated operating entity as going concern86FB.—

A person must not, on or after the effective designation date, acquire as a going concern, a designated operating entity’s business of providing any essential transport service (or any part of such business) unless —

the person; and

the designated operating entity or, if the designated operating entity is a business trust, its trustee‑manager,have obtained the prior written approval of the Authority.(2) An application for the Authority’s approval under subsection (1) must be —

made jointly by the persons mentioned in subsection (1)(a) and (b); and

made in such form and manner as the Authority may specify.(3) The Authority may approve an application under subsection (1) if the Authority is satisfied that —

the person acquiring the business or part is a fit and proper person;

where any of the essential transport service mentioned in subsection (1) is a licensed service — after the acquisition, the provision of the essential transport service will continue to be reliable, efficient, economical and safe (with reference to recognised international standards and any applicable conditions of licence, directions, codes or standards issued or set by the Authority);

in the case where after the acquisition, the designated operating entity continues to carry out part of the business mentioned in subsection (1) — the designated operating entity or, if the designated operating entity is a business trust, its trustee‑manager, will continue to conduct the business of the designated operating entity prudently and comply with the provisions of this Act; and

it is in the public interest to do so.(4) The Authority may —

grant an approval under this section subject to any conditions that the Authority considers appropriate to impose; and

at any time add to, vary or revoke any condition so imposed.(5) This section has effect despite the provisions of any other written law or anything contained in the memorandum or articles of association, limited liability partnership agreement, partnership contract, trust deed or other constitution, of the designated operating entity.(6) Any person who contravenes subsection (1), or who fails to comply with any condition imposed under subsection (4), shall be guilty of an offence.Occurrence of certain events86FC.—

A designated entity or, in the case of a designated entity that is a business trust, its trustee‑manager, must notify the Authority of any of the following agreements at least 14 days before entering into the agreement:

in the case of a designated entity that is a designated operating entity — an agreement for the outsourcing of a material function performed by the designated operating entity in the provision of any essential transport service;

any agreement prescribed under section 119.(2) Subsection (1) does not apply in relation to any agreement entered into by a designated entity before the expiry of 14 days after the effective designation date.(3) A designated entity or, in the case of a designated entity that is a business trust, its trustee-manager, must notify the Authority of the occurrence of any of the following events within 7 days after becoming aware of the occurrence:

in the case of a designated entity that is a designated operating entity —

any civil or criminal proceedings (whether in Singapore or elsewhere) instituted against the designated entity or, if the designated entity is a business trust, its trustee‑manager, that materially impedes or impairs the operations of the designated entity carried out in the course of providing any essential transport service; or

any other event or any irregularity that materially impedes or impairs the operations of the designated entity carried out in the course of providing any essential transport service;

the designated entity or, if the designated entity is a business trust, its trustee‑manager, being or becoming, or being likely to become, insolvent;

the designated entity or, if the designated entity is a business trust, its trustee‑manager —

being wound up or subject to any receivership or judicial management order; or

entering into a compromise or scheme of arrangement;

in the case of a designated entity that is a business trust — the business trust being wound up or deregistered or the making of an application for the deregistration of the business trust;

any other event prescribed under section 119.(4) Subsection (3) does not apply where the designated entity or trustee‑manager (as the case may be) becomes aware of the occurrence of the event before the effective designation date.(5) The Authority may, upon receiving a notification under subsection (1) or (3) in relation to an agreement or the occurrence of an event, direct the designated entity or trustee‑manager in question to submit to the Authority any information or document relating to the agreement or event within the period specified by the Authority.(6) Any person who —

contravenes subsection (1) or (3);

fails to comply with a direction of the Authority under subsection (5); or

submits any false or misleading information or document in compliance or purported compliance with a direction of the Authority under subsection (5),shall be guilty of an offence.Duty of designated entity or trustee‑manager to report changes of equity and control of certain persons86FD.—

If a designated entity or, in the case of a designated entity that is a business trust, its trustee‑manager, becomes aware that —

a person has, on or after the effective designation date, become a 5% controller, 25% controller, 50% controller or 75% controller of the designated entity;

a 25% controller, 50% controller or 75% controller of the designated entity has, on or after the effective designation date, ceased to be a 25% controller, 50% controller or 75% controller (as the case may be) of the designated entity;

a person has, on or after the effective designation date, become an indirect controller of the designated entity; or

in a case where the designated entity is a designated operating entity — a person has, on or after the effective designation date, acquired as a going concern, the designated operating entity’s business of providing any essential transport service (or any part of such business),the designated entity or trustee-manager (as the case may be) must inform the Authority in writing within 7 days after becoming aware of that fact.(2) Any person who contravenes subsection (1) shall be guilty of an offence.”.