Clause 37

A person must not become a 20% controller of a Singapore recognised market operator without first obtaining the approval of the Authority. (2) In this section and section 41B, “20% controller”, in relation to a Singapore recognised market operator, means a person who, alone or together with the person’s associates —“(a)holds not less than 20% of the shares in the Singapore recognised market operator; or

is in a position to control not less than 20% of the votes in the Singapore recognised market operator.“(3) 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 1967; or (ii)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 1967; (b)a reference to the control of a percentage of the votes in a Singapore recognised market operator is 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 Singapore recognised market operator; and (c)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, step‑son or step‑daughter or a brother or sister of B; (ii)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; (iii)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 Singapore recognised market operator.(4) The Authority may grant its approval mentioned in subsection (1) subject to such conditions or restrictions as the Authority may impose.(5) Without affecting subsection (12), the Authority may, for the purposes of securing compliance with subsection (1) or any condition or restriction imposed under subsection (4), by written notice, direct the transfer or disposal of all or any of the shares of a Singapore recognised market operator in which a 20% controller of the Singapore recognised market operator has an interest.(6) Until a person to whom a direction has been issued under subsection (5) transfers or disposes of the shares that are the subject of the direction, and despite anything to the contrary in the Companies Act 1967 or the constitution or other constituent document or documents of the Singapore recognised market operator —

no voting rights are exercisable in respect of the shares that are the subject of the direction; (b)the Singapore recognised market operator 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 (c)except in a liquidation of the Singapore recognised market operator, the Singapore recognised market operator 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.(7) Any issue of shares by a Singapore recognised market operator in contravention of subsection (6)(b) is void, and a person to whom a direction has been issued under subsection (5) must immediately return those shares to the Singapore recognised market operator, upon which the Singapore recognised market operator must return to the person any payment received from the person in respect of those shares.(8) Any payment made by a Singapore recognised market operator in contravention of subsection (6)(c) is void, and a person to whom a direction has been issued under subsection (5) must immediately return the payment the person has received to the Singapore recognised market operator.(9) The Authority may, by regulations made under section 44, exempt —

any person or class of persons; or (b)any class or description of shares or interests in shares,from the requirement under subsection (1), subject to such conditions or restrictions as may be prescribed in those regulations. (10) The Authority may, by written notice, exempt any person, shares or interests in shares from subsection (1), subject to such conditions or restrictions as the Authority may specify by written notice.(11) It is not necessary to publish any exemption granted under subsection (10) in the Gazette.(12) Any person who contravenes subsection (1), or any condition or restriction imposed by the Authority under subsection (4), 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.(13) Any person who contravenes subsection (6)(b) or (c), (7) or (8) or any direction issued by the Authority under subsection (5) 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.Objection to control of Singapore recognised market operator41B.—

The Authority may serve a written notice of objection on —

any person required to obtain the Authority’s approval or who has obtained the approval under section 41A; or

any person who, whether before, on or after the date of commencement of section 37 of the Financial Institutions (Miscellaneous Amendments) Act 2024, is a 20% controller of a Singapore recognised market operator,if the Authority is satisfied that —

any condition of approval imposed on the person under section 41A(4) has not been complied with;

the person is not or ceases to be a fit and proper person to be a 20% controller of the Singapore recognised market operator;

having regard to the likely influence of the person, the Singapore recognised market operator is not able to or is no longer likely to conduct its business prudently or to comply with the provisions of this Act or any direction made thereunder;

the person does not or ceases to satisfy such criteria as may be prescribed;

the person has provided false or misleading information or documents in connection with an application under section 41A; or

the Authority would not have granted its approval under section 41A had it been aware, at that time, of circumstances relevant to the person’s application for such approval.(2) The Authority must not serve a notice of objection on any person without giving the person an opportunity to be heard, except in the following circumstances:

the person is in the course of being wound up or otherwise dissolved or, in the case of an individual, is an undischarged bankrupt whether in Singapore or elsewhere;

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

a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against the person;

the person has been convicted, whether in Singapore or elsewhere, of any offence involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly.(3) The Authority must, in any written notice of objection, specify a reasonable period within which the person to be served the written notice of objection must —

take such steps as are necessary to ensure that the person ceases to be a 20% controller of a Singapore recognised market operator; or

comply with such other requirements as the Authority may specify.(4) Any person served with a notice of objection under this section must comply with the notice.(5) Any person who contravenes subsection (4) shall be guilty of an offence and 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.Chairperson, chief executive officer, director and key persons, etc., of Singapore recognised market operator41C.—

A Singapore recognised market operator must not appoint a person as its chairperson, chief executive officer or director unless the Singapore recognised market operator has obtained the approval of the Authority.(2) The Authority may, by written notice, require a Singapore recognised market operator to obtain the approval of the Authority for the appointment of any person to any key management position or committee of the Singapore recognised market operator, and the Singapore recognised market operator 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) 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 the Singapore recognised market operator in writing, or to any other matter that the Authority may consider relevant.(5) Subject to subsection (6), the Authority must not refuse an application for approval under this section without giving the Singapore recognised market operator an opportunity to be heard. (6) The Authority may refuse an application for approval on any of the following grounds without giving the Singapore recognised market operator 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 37 of the Financial Institutions (Miscellaneous Amendments) Act 2024 —

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) A Singapore recognised market operator must, as soon as practicable, give written notice to the Authority of the resignation or removal of its chairperson, chief executive officer or director, or of any person mentioned in any notice issued by the Authority to the Singapore recognised market operator 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 a Singapore recognised market operator.(10) In this section, “committee” includes any committee of directors, disciplinary committee or appeals committee of a Singapore recognised market operator, or any body responsible for disciplinary action against a member of a Singapore recognised market operator. (11) The Authority may, by regulations made under section 44, exempt any Singapore recognised market operator or class of Singapore recognised market operators from complying with subsection (1) or (8), subject to such conditions or restrictions as the Authority may prescribe in those regulations.(12) The Authority may, by written notice, exempt any Singapore recognised market operator from complying with subsection (1) or (8), subject to such conditions or restrictions as the Authority may specify by written notice.(13) It is not necessary to publish any exemption granted under subsection (12) in the Gazette. (14) Any Singapore recognised market operator which contravenes subsection (1), (2) or (8) 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.”.