Clause 8

The purpose of this Part is to enable regulations to be made to modify the application of this Act and subsidiary legislation made under this Act in relation to the following matters, for the purposes in subsection (2):

offers or intended offers of capital markets products that are to be listed on a Dual Listing Board;

offers or intended offers of capital markets products that are made using an offer information statement, being offers or intended offers made, or treated under section 239AA as made, by a Dual Listing Board issuer;

acts occurring within or outside Singapore in relation to capital markets products listed or to be listed on a Dual Listing Board.(2) The purposes mentioned in subsection (1) are —

to streamline the preparation of offer documents for capital markets products to be listed on both a Dual Listing Board and an overseas exchange; and

to align certain practices between Singapore and the foreign jurisdiction in which that overseas exchange operates (such as by modifying the restrictions on advertisements and publications of offers or intended offers of capital markets products, and introducing defences for criminal or civil liability),in order to support any dual‑listing arrangement to which SGX‑ST is a party as described in subsection (3).(3) The dual‑listing arrangement is one that the Authority considers is likely to enable access by issuers of capital markets products to a larger liquidity pool and a wider range of international investors.Interpretation of this Part309F.—

In this Part —“DLB issuer” or “Dual Listing Board issuer” means an issuer that —

is admitted to a prescribed Dual Listing Board; or

has received approval‑in‑principle, or eligibility‑to‑list, for its admission to a prescribed Dual Listing Board;“DLB offer” or “Dual Listing Board offer” means an offer of capital markets products which are to be listed on a prescribed Dual Listing Board;“DLB products” or “Dual Listing Board products” means capital markets products listed or to be listed on a prescribed Dual Listing Board;“Dual Listing Board” means a listing board of SGX‑ST set up for the purpose of listing capital markets products that are also listed or to be listed on an overseas exchange;“foreign jurisdiction” means a jurisdiction other than Singapore;“list”, in relation to any capital markets products, means to list those products for quotation;“OIS offer” or “offer information statement offer” means an offer of capital markets products —

made by a DLB issuer; or

treated under section 239AA as made by a DLB issuer,using an offer information statement;“overseas exchange” means an exchange or listing board of an exchange operating in a foreign jurisdiction;“prescribed DLB” or “prescribed Dual Listing Board” means a Dual Listing Board declared by regulations made under section 309G as a prescribed DLB;“prescribed overseas exchange” means an overseas exchange declared by regulations made under section 309G as a prescribed overseas exchange;“securities law”, in relation to a foreign jurisdiction, means any legislation, code of practice, standard or listing rules of the jurisdiction pertaining to securities regulation;“SGX‑ST” means the Singapore Exchange Securities Trading Limited.(2) In this Part, a prescribed overseas exchange is paired with a prescribed DLB, or vice versa, if regulations made under section 309G(1)(c) declare the prescribed DLB as paired with the prescribed overseas exchange for the purposes of the regulations in question.Regulations309G.—

The Authority may, for the purposes of this Part, make regulations for the following matters:

declare a Dual Listing Board as a prescribed DLB;

declare an overseas exchange as a prescribed overseas exchange, if the Authority is of the opinion that the securities law of the foreign jurisdiction in which the overseas exchange operates —

is consistent with the principles of securities regulation relating to the enforcement of securities regulation, cooperation in regulation, and issuers, set out in the document called “Objectives and Principles of Securities Regulation” issued by the International Organization of Securities Commission (IOSCO) on May 2017 (as amended from time to time), or any document issued by IOSCO that replaces that document; and

prescribes disclosure requirements for an offer or intended offer of capital markets products that are comparable to those set out in the document called “International Disclosure Standards for Cross‑Border Offerings and Initial Listings by Foreign Issuers” issued by IOSCO on September 1998 (as amended from time to time), or any document issued by IOSCO that replaces that document;

declare a prescribed DLB as paired with a prescribed overseas exchange for the purposes of any regulations;

in relation to DLB products, a DLB offer, an intended DLB offer, an OIS offer or an intended OIS offer, replace one or more of the following with another provision or other provisions:

sections 197, 198, 199, 200, 201, 202(1)(a), 218, 219, 234, 236, 253 and 254 (called in this Part liability provisions);

sections 240, 240AA, 241, 242, 243, 246, 251 and 277, and any provision in any subsidiary legislation made under any provision of Part 13, or for carrying out any purpose or provision in Part 13 (called in this Part offer provisions);

modify one or more liability provisions or offer provisions in its or their application in relation to DLB products, a DLB offer, an intended DLB offer, an OIS offer or an intended OIS offer;

disapply one or more liability provisions or offer provisions in relation to DLB products, a DLB offer, an intended DLB offer, an OIS offer or an intended OIS offer;

make any modification to any other provision of the Act or any subsidiary legislation that is consequential to such replacement, modification or disapplication;

provide that the regulations only apply to specific types of DLB products, DLB offers, intended DLB offers, OIS offers or intended OIS offers;

make saving and transitional provisions consequent on the insertion, deletion or amendment of any regulation.(2) The regulations made under subsection (1) may apply, adopt or incorporate by reference —

wholly or partially;

with or without any addition, omission or substitution; or

specifically or by reference,any securities law of the foreign jurisdiction in which a prescribed overseas exchange operates, as in force or published at a particular time or as in force or published from time to time.(3) Any securities law of a foreign jurisdiction applied, adopted or incorporated by reference in the regulations under subsection (2) is to be treated for all purposes as forming part of the regulations.(4) The regulations made under subsection (1) may make different provisions in relation to —

offers or intended offers of DLB products that are listed or to be listed on different prescribed DLBs or different prescribed overseas exchanges; and

DLB products that are listed or to be listed on different prescribed DLBs or different prescribed overseas exchanges.(5) The regulations made under subsection (1) may not apply any securities law of a foreign jurisdiction on the procedure and practice to be followed in any court proceedings.(6) The regulations made under subsection (1) have effect despite anything in any written law (including other Parts of this Act) or the common law.(7) The regulations made under subsection (1) do not affect the liability a person incurs under any law not modified, replaced or disapplied by them.Regulations: permitted purposes for replacing, etc., liability provisions309H.—

The Authority may only make regulations under section 309G(1)(d), (e) or (f) to replace, modify or disapply a liability provision for the purpose of providing that the carrying out of a particular act is a defence against any criminal or civil liability, and may do so only if condition A or condition B is satisfied.(2) Condition A is that the carrying out of that act, whether or not in Singapore, is also a defence against, or is otherwise exempt from, the same or a similar liability in the foreign jurisdiction in which a prescribed overseas exchange operates, being a prescribed overseas exchange that is paired with the prescribed DLB on which the DLB products that are the subject of the contravention are listed or to be listed.(3) Condition B is that the act is carried out in Singapore, and had the act or a similar act been carried out in a foreign jurisdiction mentioned in subsection (2), it would have been a defence against, or would otherwise have been exempt from, the same or a similar liability in that foreign jurisdiction.Regulations: permitted purposes for replacing, etc., offer provisions309I.—

The Authority may only make regulations under section 309G(1)(d), (e) or (f) to replace, modify or disapply an offer provision for one or more of the following purposes:

to enable a DLB offer of capital markets products to be listed on a prescribed DLB to be made using a prospectus (called a domestic offer document) that contains information that is the same or substantially the same as that which is required to be contained in —

a prospectus or other offer document for an offer of the same capital markets products that are listed or to be listed on a prescribed overseas exchange that is paired with the prescribed DLB; or (ii)any registration statement issued in connection with the listing of the same capital markets products on that prescribed overseas exchange,(each called a foreign offer document) by the securities law of the foreign jurisdiction in which that prescribed overseas exchange operates;

to enable an OIS offer of capital markets products by a DLB issuer (X) admitted to a prescribed overseas exchange that is paired with the prescribed DLB to which X is admitted, to be made using an offer information statement (also called a domestic offer document) that contains information that is the same or substantially the same as that which is required to be contained in —

an offer document for an offer by X of the same capital markets products in the foreign jurisdiction in which that prescribed overseas exchange operates, if such offer were to be made in that foreign jurisdiction; or

any registration statement issued in connection with the listing of those capital markets products on that prescribed overseas exchange, if those capital markets products were to be so listed,(each also called a foreign offer document) by the securities law of that foreign jurisdiction;

to align the requirements for the lodgment with, and (where applicable) registration by, the Authority of a domestic offer document, with the corresponding requirements applicable to a foreign offer document;

to align the restrictions on an advertisement or publication of a DLB offer or an intended DLB offer of capital markets products to be listed on a prescribed DLB, with restrictions on a similar advertisement or publication of an offer or intended offer of the same capital markets products listed or to be listed on a prescribed overseas exchange that is paired with that prescribed DLB, being restrictions imposed by the securities law of the foreign jurisdiction in which that prescribed overseas exchange operates;

to align the restrictions on an advertisement or publication of an OIS offer or intended OIS offer of capital markets products by a DLB issuer (X) admitted to a prescribed overseas exchange that is paired with the prescribed DLB to which X is admitted, with restrictions on a similar advertisement or publication of an offer or intended offer by X of the same capital markets products in the foreign jurisdiction in which that prescribed overseas exchange operates (if such offer were or were intended to be made in that foreign jurisdiction), being restrictions imposed by the securities law of that foreign jurisdiction;

to align or otherwise avoid any inconsistent treatment of any document or information that is incorporated in a domestic offer document and any document or information that is incorporated in a foreign offer document.(2) For the purposes of subsection (1), capital markets products listed or to be listed on one exchange (exchange A) are treated as the same as those listed or to be listed on another exchange (exchange B) if —

the capital markets products are sponsored depositary receipts as defined in section 239AA(1); and

the sponsored depositary receipts are listed or to be listed on exchange A and the underlying securities of those sponsored depositary receipts are listed or to be listed on exchange B.”.