(a)

the granting by a designated financial holding company of advances, loans, guarantees, indemnities and other facilities to a person whereby the person has access to funds or financial guarantees; or

(b)

“officer”, in relation to a corporation, includes —

(a)

a director, a secretary or an employee of the corporation;

(b)

a receiver or manager of any part of the undertaking of the corporation appointed under a power contained in any instrument; and

(c)

The Authority may, by notice in writing to any designated financial holding company, or any class of designated financial holding companies, impose such requirements as may be necessary or expedient for the purposes of limiting the exposure of the designated financial holding company, or a designated financial holding company within the class of designated financial holding companies, to any one or more of the following:

(a)

a substantial shareholder group of the designated financial holding company;

(b)

the financial group of the designated financial holding company;

(c)

a director group of the designated financial holding company;

(d)

a third party single counterparty group of the designated financial holding company;

(e)

any other person or class of persons as may be prescribed.

(3)

Without prejudice to the generality of subsection (2), the Authority may in a notice issued under that subsection —

(a)

specify the limit on any exposure;

(b)

exclude any exposure from any limit;

(c)

specify the method of measuring any exposure;

(d)

exclude any designated financial holding company or class of designated financial holding companies from any requirement imposed under subsection (2); and

(e)

vary any limit in a particular case.

(4)

A designated financial holding company shall not grant any credit facility against the security of its own shares or those of any of its subsidiaries.

(5)

Any designated financial holding company which fails to comply with subsection (1) or (4) or any requirement imposed under subsection (2) or (3) 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 thereof during which the offence continues after conviction.

(6)

In this section —

(a)

the words “director group”, “exposure”, “financial group”, “substantial shareholder group” and “third party single counterparty group” have the meanings given to them in the Schedule; and

(b)

a financial holding company is the “ultimate financial holding company” of another corporation if —

(i)

the other corporation is a subsidiary of the financial holding company; and

(ii)

the financial holding company is not itself a subsidiary of any other financial holding company.

Clause 29

Disclosure of interests by directors

(1)

Every director of a designated financial holding company who has in any manner, directly or indirectly, an interest in an exposure of, or a proposed exposure of —

(a)

that designated financial holding company; or

(b)

any of the companies within the FHC group of the designated financial holding company,shall as soon as practicable declare the nature of his interest to the board of directors of that designated financial holding company and the secretary of that designated financial holding company shall cause the declaration to be circulated immediately to all the directors.

(2)

The requirements in subsection (1) shall not apply in any case where the interest of the director consists only of being a member or creditor of a company which is interested in an exposure of, or a proposed exposure of, that designated financial holding company if the interest of the director may properly be regarded as of a trivial nature.

(3)

For the purposes of subsection (1), a general notice given to the board of directors of a designated financial holding company to the effect that he is an officer or a member of a specified company, or a partner or manager of a specified firm or specified limited liability partnership, and that he is to be regarded as having an interest in any exposure which may, after the date of the notice, be acquired in respect of that company, firm or limited liability partnership, shall be deemed to be a sufficient declaration of interest in relation to any exposure so acquired if —

(a)

the notice specifies the nature and extent of his interest in that company, firm or limited liability partnership;

(b)

his interest is not different in nature from or greater in extent than the nature and extent so specified in the notice at the time any exposure is so acquired; and

(c)

it is given at a meeting of the board of directors or the director takes reasonable steps to ensure that it is brought up and read at the next meeting of the board of directors after it is given.

(4)

Every director of a designated financial holding company who holds any office or possesses any property whereby, directly or indirectly, duties or interest might be created in conflict with his duties or interest as director shall declare at a meeting of the directors of that designated financial holding company the fact and the nature, character and extent of the conflict.

(5)

The declaration referred to in subsection (4) shall be made at the first meeting of the directors held —

(a)

after he becomes a director of the designated financial holding company; or

(b)

if already a director, after he commences to hold the office or to possess the property, as the case may be.

(6)

The secretary of the designated financial holding company shall —

(a)

cause to be brought up and read any declaration made under subsection (1) or (4) at the next meeting of the directors after it is given; and

(b)

record any declaration made under this section in the minutes of the meeting at which it was made or at which it was brought up and read.

(7)

Any director who acts in contravention of subsection (1) or (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both.

(8)

In this section, “exposure” has the meaning given to it in the Schedule.

Clause 30

Limit on equity investments

(1)

The Authority may by regulations impose such requirements for the purposes of limiting the amount of equity investment in a single company which the designated financial holding company or class of designated financial holding companies may acquire or hold.

(2)

This section shall not apply to —

(a)

any interest held by way of security for the purposes of a transaction entered into in the ordinary course of the business of the designated financial holding company;

(b)

any shareholding or interest acquired or held by the designated financial holding company in the course of satisfaction of debts due to it which is disposed of at the earliest suitable opportunity; or

(c)

any major stake approved, or deemed to have been approved, by the Authority under section 31.

(3)

Without prejudice to the generality of subsection (1), the Authority may, by regulations —

(a)

provide for the manner of valuation of investments for the purposes of compliance with this section; and

(b)

the major stake is acquired or held indirectly through a subsidiary of the designated financial holding company —

(i)

that is a bank incorporated in Singapore which acquisition or holding of the major stake was approved by the Authority under section 32 of the Banking Act (Cap. 19) prior to the financial holding company being designated under section 4, and which approval has not been revoked; or

(ii)

that is a licensed insurer which acquisition or holding of the major stake was approved, or deemed to have been approved, by the Authority under section 30B of the Insurance Act (Cap. 142) prior to the financial holding company being designated under section 4, and which approval has not been revoked; or

(b)

the Authority had, prior to the financial holding company being designated under section 4, given the financial holding company approval to acquire or hold the major stake pursuant to the requirements of directions made under section 28(3) of the Monetary Authority of Singapore Act (Cap. 186), and which approval has not been revoked.

(4)

Any approval granted, or deemed to have been granted, by the Authority under this section to a designated financial holding company to acquire or hold, directly or indirectly, a major stake in a company may be subject to such conditions as the Authority may determine, including any condition relating to the operations or activities of the company.

(5)

For the avoidance of doubt, the conditions imposed by the Authority under subsection (4) may be specified by notice in writing to a designated financial holding company or any class of designated financial holding companies.

(6)

The Authority may at any time add to, vary or revoke any condition imposed under subsection (4).

(7)

This section shall not apply to —

(a)

any interest held by way of security for the purposes of a transaction entered into in the ordinary course of the business of the designated financial holding company;

(b)

any shareholding or interest acquired or held by a designated financial holding company in the course of satisfaction of debts due to it which is disposed of at the earliest suitable opportunity; and

(c)

such other interest as may be prescribed.

(8)

The Authority may, by regulations —

(a)

any interest in or right over immovable property or any part thereof used for the purposes of conducting the business of any of the companies within its FHC group or housing or providing amenities for the officers of any of the companies within its FHC group;

(b)

any interest in or right over immovable property held by way of security for the purposes of a transaction entered into in the ordinary course of the business of any of the companies within its FHC group;

(c)

any interest in or right over immovable property held by way of enforcement of such security referred to in paragraph (b), provided that it is disposed of at the earliest suitable opportunity; (d)any interest in or right over immovable property or any part thereof held for the benefit of persons other than any company in the FHC group pursuant to an obligation imposed under any written law, rule of law, contract or order of court; and

(e)

such other interest in or right over immovable property as the Authority may prescribe.

(6)

The Authority may make regulations to provide for the manner of valuation or apportionment of immovable property for the purposes of this section.

(7)

Any designated financial holding company which contravenes subsection (1), (2) or (4) 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 thereof during which the offence continues after conviction.

Clause 33

Power of Authority to secure compliance with provisions of this Part

(1)

Any designated financial holding company, if at any time called upon in writing by the Authority to do so, shall satisfy the Authority by the production of such evidence or information as it may require, that the designated financial holding company is not in contravention of any of the provisions in this Part.

(2)

Without prejudice to sections 28, 30 and 31, the Authority may, for the purposes of securing compliance with those sections on a consolidated basis, from time to time by notice in writing, require any designated financial holding company to aggregate, in such manner as may be specified in the notice, its accounts, with the accounts of all or any of —

(a)

the designated financial holding company’s related corporations; and

(b)

companies in which the designated financial holding company acquires or holds, directly or indirectly, a major stake as defined in section 31(10).

(3)

The designated financial holding company shall comply with the requirement referred to in subsection (2) within such time as is specified in the notice.

(4)

Any designated financial holding company that fails to provide any of the evidence or information required by the Authority under subsection (1), 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 thereof during which the offence continues after conviction.

(5)

Any designated financial holding company that fails, within the time referred to in subsection (3), to comply with a requirement referred to in subsection (2) relating to the aggregation of accounts for the purposes of complying with section 28, 30 or 31 on a consolidated basis shall be guilty of an offence and shall be liable on conviction to the same punishment provided under section 28, 30 or 31, whichever is applicable, for failure to comply with that section.

(6)

In this section, “accounts” means any item on the profit and loss accounts and balance-sheet.

Clause 59

Regulations

(1)

The Authority may, from time to time, make such regulations as may be necessary or expedient for carrying out the purposes and provisions of this Act and for prescribing anything that may be required or authorised to be prescribed by this Act.

(2)

Without prejudice to the generality of subsection (1), regulations may be made for or with respect to —

(a)

the corporate governance, and the appointment and removal of directors and executive officers, of designated financial holding companies, their related corporations or other companies in which the designated financial holding company acquire or hold, directly or indirectly, a major stake as defined in section 31(10); and

(b)

the prohibition or restriction on mutual shareholdings held between the designated financial holding companies, related corporations and other companies referred to in paragraph (a).

(3)

Regulations made under this section —

(a)

may relate to all, or any class, category or description of persons or designated financial holding companies; and (b)may make different provisions for different classes, categories or descriptions of persons or designated financial holding companies or to a particular person or designated financial holding company or be of general or specifically limited application.

(4)

Except as otherwise expressly provided in this Act, regulations made under this section may provide that any contravention thereof shall be an offence punishable —

(a)

Notwithstanding the provisions of any other written law, a designated financial holding company shall not, without the prior written consent of the Authority, permit a person to act as its director or executive officer if the person —

(a)

has been convicted before, on or after the date of commencement of this section, whether in Singapore or elsewhere of an offence —

(i)

involving fraud or dishonesty;

(ii)

the conviction for which involved a finding that he had acted fraudulently or dishonestly; or

(iii)

specified in the Third Schedule to the Registration of Criminals Act (Cap. 268);

(b)

is an undischarged bankrupt, whether in Singapore or elsewhere;

(c)

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

(d)

has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his creditors, being a compromise or scheme of arrangement that is still in operation;

(e)

has had a prohibition order under section 59 of the Financial Advisers Act (Cap. 110), section 35V of the Insurance Act (Cap. 142) or section 101A of the Securities and Futures Act (Cap. 289) made against him that remains in force; or

(f)

has been a director of, or directly concerned in the management of, a regulated financial institution, whether in Singapore or elsewhere —

(i)

which is being or has been, wound up by a court; or

(ii)

the approval, authorisation, designation, recognition, registration or licence of which has been withdrawn, cancelled or revoked by the Authority or, in the case of a regulated financial institution in a foreign country or territory, by the regulatory authority in that foreign country or territory.

(2)

Any designated financial holding company which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part thereof during which the offence continues after conviction.

(3)

In this section —

Definition

“regulatory authority”, in relation to a foreign country, has the same meaning as that defined in section 53;

Definition

“regulated financial institution” means a financial institution that carries on a business the conduct of which is regulated or authorised, or subject to oversight, by the Authority or, if carried on in Singapore, would be regulated or authorised, or subject to oversight, by the Authority.

Clause 63

Appointment and removal of chief executive and other persons

(1)

Every designated financial holding company shall have a chief executive who is principally responsible for the management and conduct of the activities of its FHC group.

(2)

No designated financial holding company shall appoint a person as director, chief executive or to such other position in the company as may be prescribed, unless —

(a)

the designated financial holding company satisfies the Authority that the person is a fit and proper person to be so appointed; and

(b)

the Authority has approved the appointment.

(3)

The Authority may grant its approval under subsection (2)(b), with or without conditions, and may at any time add to, vary or revoke any condition imposed.

(4)

A designated financial holding company shall immediately inform the Authority where the designated financial holding company is of the view that a person appointed under subsection (2) is no longer a fit and proper person for the position to which that person was appointed.

(5)

Notwithstanding any other written law, where the Authority is satisfied that a person so approved under subsection (2) —

(a)

Any designated financial holding company which contravenes subsection (4) or (5) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part thereof during which the offence continues after conviction.

(12)

No criminal or civil liability shall be incurred by a designated financial holding company, or any person acting on behalf of the designated financial holding company, in respect of anything done or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of the obligations of the designated financial holding company under this section.

Clause 64

Offences by directors and executive officers of designated financial holding companies and false or misleading information, etc.

(1)

Subject to subsection (5), any director or executive officer of a designated financial holding company who fails to take all reasonable steps to secure compliance by the designated financial holding company with any provision of this Act or any other written law administered by the Authority that is applicable to designated financial holding companies in Singapore shall, if such failure is not already an offence under any other provision of this Act, be guilty of an offence and shall be liable on conviction to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both.

(2)

Any person who —

(a)

furnishes the Minister or the Authority with any information or document under or for the purposes of any provision of this Act which is false or misleading in a material particular; and

(b)

does not use due care to ensure that the information or document referred to in paragraph (a) is not false or misleading in any material particular,shall, if the furnishing of such information or document which is false or misleading in a material particular is not already an offence under any other provision of this Act, be guilty of an offence and shall be liable on conviction to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both.

(3)

In any proceedings against a person under subsection (1) or (2), it shall be a defence for him to prove that —

(a)

he had reasonable grounds for believing that a competent and reliable person was charged with the duty of securing compliance with the provision of this Act or any other written law applicable to designated financial holding companies, or with the duty of ensuring that the information or document is not false or misleading in any material particular, as the case may be; and

(b)

the person referred to in paragraph (a) was in a position to discharge that duty.

(4)

A person shall not be sentenced to imprisonment for any offence under subsection (1) or (2) unless, in the opinion of the court, he committed the offence wilfully.

Clause 65

Offences by directors, employees and agents

Any director, executive officer, trustee, auditor, employee or agent of any designated financial holding company who —

(a)

wilfully makes or causes to be made a false entry in any book of record or in any report, slip, document or statement of the business, affairs, transactions, conditions, assets or accounts of that designated financial holding company;

(b)

wilfully omits to make an entry in any book of record or in any report, slip, document or statement of the business, affairs, transactions, conditions, assets or accounts of that designated financial holding company, or wilfully causes any such entry to be omitted; or

(c)

wilfully alters, abstracts, conceals or destroys an entry in any book of record or in any report, slip, document or statement of the business, affairs, transactions, conditions, assets or accounts of that designated financial holding company, or wilfully causes any such entry to be altered, abstracted, concealed or destroyed,shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both.

Clause 66

Composition of offences

(1)

The Authority may, in its discretion, compound any offence under this Act which is prescribed as a compoundable offence by collecting from a person reasonably suspected of having committed the offence a sum of money not exceeding one half of the amount of the maximum fine that is prescribed for the offence.

(2)

On payment of such sum of money, no further proceedings shall be taken against that person in respect of the offence.

(3)

The Authority may make regulations to prescribe the offences which may be compounded.

(4)

All sums collected under this section shall be paid to the Consolidated Fund.

Clause 67

General penalty

Any designated financial holding company which contravenes any of the provisions of this Act for which no penalty is expressly provided 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 thereof during which the offence continues after conviction.

Clause 68

Jurisdiction of court

Notwithstanding any provision to the contrary in the Criminal Procedure Code (Cap. 68), a District Court shall have jurisdiction to try any offence under this Act and shall have power to impose the full penalty or punishment in respect of the offence.

Clause 69

Consent of Public Prosecutor

No prosecution in respect of any offence under this Act shall be instituted except with the consent of the Public Prosecutor.

Clause 70

Recovery of fees, expenses, etc.

There shall be recoverable as a civil debt due to the Authority from the designated financial holding company concerned —

(a)

the amount of the levy payable under section 9; and

(b)

any remuneration and expenses payable by the designated financial holding company to —

(i)

any person appointed under section 42(3);

(ii)

a statutory adviser appointed under section 47(2);

(iii)

a statutory manager appointed under section 47(2); and

(iv)

the Authority or any person appointed by the Authority under section 61 in relation to the Authority assuming control of any businesses of the designated financial holding company under section 47.

Clause 71

Operation of this Act not to affect Companies Act

(1)

Except as expressly provided by this Act, nothing in this Act shall affect the operation of the Companies Act (Cap. 50), and any designated financial holding company that is liable to be incorporated under that Act shall continue to be so liable as if this Act had not been passed.

(2)

In case of conflict between the Companies Act and this Act, the provisions of this Act shall prevail unless otherwise provided in this Act.

Clause 72

Service of documents, etc.

(1)

Any notice, order or document required or authorised by this Act to be served on any person may be served —

(a)

by delivering it to the person or to some adult member or employee of his family or household at his last known place of residence;

(b)

by leaving it at his usual or last known place of residence or business in an envelope addressed to the person;

(c)

by sending it by registered post addressed to the person at his usual or last known place of residence or business; or

(d)

in the case of a company, a partnership or body of persons —

(i)

by delivering it to the secretary or other like officer of the company, partnership or body of persons at its registered office or principal place of business; or

(ii)

by sending it by registered post addressed to the company, partnership or body of persons at its registered office or principal place of business.

(2)

Any notice, order or document sent by registered post to any person in accordance with subsection (1) shall be deemed to be duly served on the person at the time when the notice, order or document, as the case may be, would in the ordinary course of post be delivered.

(3)

When proving service of the notice, order or document referred to in subsection (2), it shall be sufficient to prove that the envelope containing the notice, order or document, as the case may be, was properly addressed, stamped and posted by registered post.

Clause 73

For the purposes of this section, a certificate —

(a)

giving the particulars of —

(i)

any person whose authentication code was used to serve the document; and

(ii)

any person or device involved in the production or transmission of the electronic record of the document, or the copy or print-out thereof;

(b)

An exemption under subsection (2) —

(a)

may be granted subject to such conditions as the Authority may specify by notice in writing; and

(b)

need not be published in the Gazette.

(4)

The Authority may at any time —

(a)

revoke any exemption granted; or

(b)

add to, vary or revoke any condition imposed,under this section.

Clause 75

Opportunity to be heard

Where this Act provides for a person to be given an opportunity to be heard by the Authority, the Authority may prescribe the manner in which the person shall be given the opportunity to be heard.

Clause 76

Amendment of Schedule

(1)

The Minister may from time to time, by order published in the Gazette, amend, add to or vary the Schedule.

(2)

The Minister may, in any order under subsection (1), make such incidental, consequential or supplementary provisions as may be necessary or expedient.

(3)

Any order made under subsection (1) shall be presented to Parliament as soon as possible after publication in the Gazette.

Clause 77

Transitional provision

For a period of 2 years after the date of commencement of any provision of this Act, the Minister may, by regulations, prescribe such provisions of a saving or transitional nature consequent on the enactment of that provision as he may consider necessary or expedient.

Clause 78

Consequential amendments to Banking Act

The Banking Act (Cap. 19) is amended —

(a)

by deleting the definition of “financial holding company” in section 2(1) and substituting the following definition:“ “financial holding company” means a company designated by the Authority under section 4 of the Financial Holding Companies Act 2013;”;

(b)

by deleting the definition of “designated financial institution” in section 15(2);

(c)

by deleting the words “designated financial institution” wherever they appear in sections 15A, 15B, 15C, 15E, 16, 17 and 18 and substituting in each case the words “bank incorporated in Singapore”; and

(d)

by deleting the words “designated financial institutions” in the section headings of sections 15A, 15B and 15E and substituting in each case the words “banks incorporated in Singapore”.

Clause 79

Consequential amendment to Monetary Authority of Singapore Act

The Schedule to the Monetary Authority of Singapore Act (Cap. 186) is amended by inserting, immediately after item 12, the following item:“12A. Financial Holding Companies Act 2013”.

Clause 3

to be significant to the FHC group of the intermediate financial holding company; or

(ii)

to affect the stability of, or public confidence in, the financial system in Singapore.

(2)

For the purposes of subsection (1)(b), where an intermediate financial holding company is a part of the FHC group of an ultimate financial holding company that is incorporated, formed or established outside Singapore, the Authority may, in deciding whether to designate the intermediate financial holding company as a designated financial holding company, consider the extent to which the foreign supervisory authority supervises the FHC group of the ultimate financial holding company.

(3)

Clause 6

Prohibition on holding out as designated financial holding company

(1)

No person shall hold itself out as a designated financial holding company if it is not designated by the Authority under section 4.

(2)

Any person who contravenes subsection (1) 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 thereof during which the offence continues after conviction.

Clause 7

Use of financial holding company name, etc.

(1)

No person, other than an excepted person, shall, without the prior approval of the Authority, in the course of any profession, vocation, trade or business, use any name, logo or trade mark in a manner which indicates or represents that the person or his trade or business is related to or associated with a designated financial holding company.

(2)

A designated financial holding company shall not cause or knowingly permit any person (other than an excepted person) to use its name, logo or trade mark in the course of the person’s profession, vocation, trade or business without the prior approval of the Authority.

(3)

Any person who contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction —

(a)

in the case of an individual, to a fine not exceeding $125,000 and, in the case of a continuing offence, to a further fine not exceeding $12,500 for every day or part thereof during which the offence continues after conviction; or

(b)

in any other case, to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part thereof during which the offence continues after conviction.

(4)

In subsections (1) and (2), “excepted person” means —

(a)

a financial institution that is a related corporation of the designated financial holding company;

(b)

any officer or agent of the designated financial holding company or any of its subsidiaries which is a financial institution, in the conduct of any duty or function in or for the designated financial holding company or the subsidiary, as the case may be;

(c)

any person which, pursuant to any agreement or arrangement with the designated financial holding company or any of the financial institutions within the FHC group, carries on any business the conduct of which is regulated or authorised, or subject to oversight, by the Authority or, if carried on in Singapore, would be regulated or authorised, or subject to oversight, by the Authority under any written law;

(d)

any person which, pursuant to any agreement or arrangement with the designated financial holding company or any of the financial institutions within the FHC group, carries on any business that is incidental to the business of any of the financial institutions within the FHC group;

(e)

any person which, pursuant to any agreement or arrangement with a bank which is a subsidiary of the designated financial holding company, carries on any business that is prescribed under section 30(1)(d) of the Banking Act (Cap. 19); and

(f)

such other person or class of persons as may be prescribed by regulations made under section 59.

(5)

Nothing in this section shall prevent a person who, immediately before the designation date of a financial holding company, is lawfully using any name, logo or trade mark in the manner referred to in subsection (1) from continuing to use the name, logo or trade mark in such manner for a period of 3 years from the designation date.

Clause 8

Activities of designated financial holding company

(1)

A designated financial holding company shall not carry out any activity without the approval of the Authority, other than the following:

(a)

being a holding company for its subsidiaries;

(b)

acquiring or holding of shares in any company as permitted under section 31;

(c)

for the purposes of providing support to the business conducted by any other company within the FHC group of the designated financial holding company —

(i)

conducting general management, and capital and liquidity management; and (ii)providing advisory, financial, accounting, or information processing services; and

(d)

such other activity as may be specified by notice in writing by the Authority.

(2)

holds not less than 20% of the total number of issued shares in the designated financial holding company; or

(b)

is in a position to control voting power of not less than 20% in the designated financial holding company;

Definition

“arrangement” includes any formal or informal scheme, arrangement or understanding, and any trust whether express or implied;

Definition

“designated financial holding company with bank subsidiary” and “financial holding company with bank subsidiary” mean a designated financial holding company and a financial holding company, respectively, each of which has a subsidiary that is a bank incorporated in Singapore;

Definition

“designated financial holding company without bank subsidiary” and “financial holding company without bank subsidiary” mean a designated financial holding company and a financial holding company, respectively, that do not have a subsidiary that is a bank incorporated in Singapore;

Definition

“indirect controller” means any person, whether acting alone or together with any other person, and whether with or without holding shares or controlling voting power in a designated financial holding company —

(a)

in accordance with whose directions, instructions or wishes the directors of the designated financial holding company are accustomed or under an obligation, whether formal or informal, to act; or

(b)

who is in a position to determine the policy of the designated financial holding company,but does not include —

(i)

any person who is a director or other officer of the designated financial holding company whose appointment has been approved by the Authority; and

(ii)

any person in accordance with whose directions, instructions or wishes the directors of the designated financial holding company are accustomed to act by reason only that they act on advice given by him in his professional capacity;

Definition

“voting shares” has the same meaning as in section 4(1) of the Companies Act (Cap. 50).

(3)

For the purposes of subsection (2) —

(a)

a person holds a share if —

(i)

he is deemed to have an interest in that share under section 7(6) of the Companies Act; or

(ii)

he otherwise has a legal or an equitable interest in that share except for such interests as is to be disregarded under section 7(7) to (9) of the Companies Act;

(b)

a reference to the control of a percentage of the voting power in a designated financial holding company 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 designated financial holding company; and

(c)

a person, A, is an associate of another person, B, if —

(i)

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

(ii)

A is a corporation whose directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B, or where B is a corporation, of the directors of B;

(iii)

B is a corporation whose directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of A, or where A is a corporation, of the directors of A;

(iv)

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;

(v)

B 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 A;

(vi)

A is a related corporation of B;

(vii)

A is a corporation in which B, alone or together with other associates of B as described in sub‑paragraphs (ii) to (vi), is in a position to control not less than 20% of the voting power in A;

(viii)

B is a corporation in which A, alone or together with other associates of A as described in sub‑paragraphs (ii) to (vi), is in a position to control not less than 20% of the voting power in B; or

(ix)

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 voting power in relation to, the designated financial holding company.

Clause 12

Mergers involving designated financial holding company with bank subsidiary

(1)

A designated financial holding company with bank subsidiary shall not be merged or consolidated with, or be taken over by, any other body corporate or unincorporate without the prior written approval of the Minister.

(2)

The Minister may approve an application made under subsection (1) if —

(a)

the Authority is satisfied that —

(i)

the body corporate or unincorporate is a fit and proper person or body of persons; and

(ii)

having regard to the likely influence of the body corporate or unincorporate, the activities of the designated financial holding company will be or will continue to be conducted prudently and the provisions of this Act will be or will continue to be complied with in relation to its activities; and

(b)

the Minister is satisfied that it is in the national interest to do so.

(3)

The parties to a proposed merger, consolidation or take‑over, in respect of which an application is made under this section, shall furnish such information as the Minister or the Authority may require for the purposes of subsection (2).

(4)

Without prejudice to the generality of subsection (1), for the purposes of this section, a designated financial holding company shall be deemed to be merged with a body corporate or unincorporate if the designated financial holding company or its shareholders enter into any agreement or arrangement —

(a)

under which all or substantially all of the activities of the designated financial holding company are to be managed; and

(b)

under which the shareholders of the designated financial holding company will be accorded rights, as if the designated financial holding company has been merged with such body corporate or unincorporate, as the case may be.

Clause 13

Control of substantial shareholdings of designated financial holding company with bank subsidiary

(1)

No person shall become a substantial shareholder of a designated financial holding company with bank subsidiary without first obtaining the approval of the Minister.

(2)

Subject to section 15(5), a person (other than an excepted person) who is a substantial shareholder of a financial holding company with bank subsidiary immediately before the designation date shall cease to be a substantial shareholder before the expiry of the later of the following dates unless he has applied in writing to the Minister for approval before such date:

(a)

For the purposes of —

(a)

subsection (2), an “excepted person” means a person —

(i)

who —

(A)

is a substantial shareholder of a bank incorporated in Singapore which is a subsidiary of the relevant designated financial holding company; and

(B)

had obtained approval to become a substantial shareholder of that bank under section 15C, read with section 15A(1) or (2), of the Banking Act (Cap. 19) and which approval has not been revoked; or

(ii)

who —

(A)

immediately before the date of commencement of this section, was a substantial shareholder of a designated financial institution under the Banking Act in force before that date; and

(B)

had obtained approval to become a substantial shareholder of the designated financial institution under section 15C, read with section 15A(1) or (2), of the Banking Act in force immediately before that date, and which approval has not been revoked;

(b)

subsection (4), an “excepted person” means a person —

(i)

who —

(A)

has an agreement or arrangement, whether oral or in writing and whether express or implied, to act together with any person with respect to the acquisition, holding or disposal of, or the exercise of rights in relation to, their interest in voting shares of an aggregate of 5% or more of the total votes attached to all voting shares in a bank incorporated in Singapore which is a subsidiary of the relevant designated financial holding company; and

(B)

had obtained the approval for such agreement or arrangement under section 15C, read with section 15A(3) or (4), of the Banking Act, and which approval has not been revoked; or

(ii)

who, immediately before the date of commencement of this section —

(A)

subsection (2)(a), an “excepted person” means a person —

(i)

who —

(A)

is a 12% controller of a bank incorporated in Singapore, which is a subsidiary of the relevant designated financial holding company; and

(B)

had obtained approval to become a 12% controller of the bank under section 15C, read with section 15B(1)(a) or (2)(a), of the Banking Act (Cap. 19) and which approval has not been revoked; or

(ii)

who —

(A)

immediately before the date of commencement of this section, was a 12% controller of a designated financial institution under the Banking Act in force before that date; and

(B)

had obtained approval to become a 12% controller of the designated financial institution under section 15C, read with section 15B(1)(a) or (2)(a), of the Banking Act in force immediately before the date of commencement of this section, and which approval has not been revoked;

(b)

subsection (2)(b), an “excepted person” means a person —

(i)

who —

(A)

is a 20% controller of a bank incorporated in Singapore, which is a subsidiary of the relevant designated financial holding company; and

(B)

had obtained approval to become a 20% controller of the bank under section 15C, read with section 15B(1)(b) or (2)(b), of the Banking Act and which approval has not been revoked; or

(ii)

who —

(A)

immediately before the date of commencement of this section, was a 20% controller of a designated financial institution under the Banking Act in force before that date; and

(B)

had obtained approval to become a 20% controller of the designated financial institution under section 15C, read with section 15B(1)(b) or (2)(b), of the Banking Act in force immediately before the date of commencement of this section, and which approval has not been revoked;

(c)

subsection (2)(c), an “excepted person” means a person —

(i)

who —

(A)

is an indirect controller of a bank incorporated in Singapore which is a subsidiary of the relevant designated financial holding company; and

(B)

had obtained approval to become an indirect controller of that bank under section 15C, read with section 15B(1)(c) or (2)(c), of the Banking Act and which approval has not been revoked; or

(ii)

who —

(A)

immediately before the date of commencement of this section, was an indirect controller of a designated financial institution under the Banking Act in force before that date; and

(B)

had obtained approval to become an indirect controller of the designated financial institution under section 15C, read with section 15B(1)(c) or (2)(c), of the Banking Act in force immediately before the date of commencement of this section, and which approval has not been revoked.

Clause 15

Approval of applications in case of designated financial holding company with bank subsidiary

(1)

The Minister may approve an application made by any person under section 13 or 14 if —

(a)

the Authority is satisfied that —

(i)

the person is a fit and proper person; and

(ii)

having regard to the likely influence of the person, the designated financial holding company will or will continue to carry on its activities prudently and comply with the provisions of this Act; and

(b)

the Minister is satisfied that it is in the national interest to do so.

(2)

Any approval under this section may be granted to any person subject to such conditions as the Minister may determine, including but not limited to any condition —

(a)

restricting the person’s disposal or further acquisition of shares or voting power in the designated financial holding company; or

(b)

restricting the person’s exercise of voting power in the designated financial holding company.

(3)

The Minister may at any time add to, vary or revoke any condition imposed under subsection (2).

(4)

Any condition imposed under subsection (2) shall have effect notwithstanding any of the provisions of the Companies Act (Cap. 50) or anything contained in the memorandum or articles of association of the designated financial holding company.

(5)

Where the Minister disapproves an application made by any person under section 13(2) or (4) or 14(2), the person shall, within such time as the Minister may specify, take such steps as are necessary —

(a)

in the case of section 13(2), to cease to be a substantial shareholder;

(b)

in the case of section 13(4), to cease to be a party to the agreement or arrangement; or

(c)

in the case of section 14(2), to cease to be —

(i)

a 12% controller;

(ii)

a 20% controller; or

(iii)

an indirect controller,as the case may be.

Clause 16

Power to exempt and make further transitional provisions

The Minister may, by order published in the Gazette —

(a)

exempt from section 13 or 14, subject to such terms and conditions as may be specified in the order —

(i)

any person or class of persons; or

(ii)

any class or description of shares or interest in shares; and

(b)

make such further transitional provisions as he considers necessary or expedient for the purposes of section 13, 14 or 15.

Clause 17

Objection to existing control of designated financial holding company with bank subsidiary

(1)

The Minister may serve a written notice of objection on any person referred to in section 13 or 14, other than an excepted person as defined in those sections, if —

(a)

the Minister is satisfied that —

(i)

any condition of approval imposed on the person under section 15(2) has not been complied with;

(ii)

it is no longer in the national interest to allow the person to continue to be a party to the agreement or arrangement described in section 13(3), or to continue to be a substantial shareholder, a 12% controller, a 20% controller or an indirect controller, as the case may be;

(iii)

the person has furnished any false or misleading information or document in connection with the person’s application for approval under section 13 or 14; or

(iv)

he would not have granted his approval under section 15 had he been aware, at that time, of circumstances relevant to the person’s application for such approval; or

(b)

the Authority is satisfied that —

(i)

the person has ceased to be a fit and proper person;

(ii)

having regard to the likely influence of the person, the designated financial holding company is no longer likely to carry on its activities prudently or to comply with the provisions of this Act; or

(iii)

it would not have been satisfied as to any of the matters specified in section 15(1)(a) had it been aware, at that time, of circumstances relevant to the person’s application under section 13 or 14.

(2)

The Minister may serve a written notice of objection on any excepted person referred to in section 13 or 14 if —

(a)

the Minister is satisfied that it is not in the national interest to allow the excepted person to continue, as the case may be —

(i)

to be a party to the agreement or arrangement described in section 13(4); or

(ii)

to be a substantial shareholder, a 12% controller, a 20% controller or an indirect controller; or

(b)

the Authority is satisfied that —

(i)

the excepted person is not a fit and proper person; or

(ii)

having regard to the likely influence of the excepted person, the designated financial holding company is not likely to carry on its activities prudently or to comply with the provisions of this Act.

(3)

Before the service of a written notice of objection, the Minister shall, unless he decides that it is not practicable or desirable to do so, cause to be given to the person concerned notice in writing of his intention to serve the written notice of objection, specifying a date by which the person may make written representations with regard to the proposed written notice of objection.

(4)

Upon receipt of any written representations, the Minister shall consider them for the purposes of determining whether to issue a written notice of objection.

(5)

The Minister shall, in any written notice of objection, specify a reasonable period within which the person to be served the written notice of objection shall —

(a)

take such steps as are necessary to ensure that he ceases to be a party to the agreement or arrangement described in section 13(3) or (4), or ceases to be a substantial shareholder, a 12% controller, a 20% controller or an indirect controller, as the case may be; or

(b)

comply with such direction or directions as the Minister may make under section 18.

(6)

For the purposes of this section —

(a)

a person has an interest in any share if —

(i)

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

(ii)

he otherwise has a legal or an equitable interest in that share except for such interest as is to be disregarded under section 7 of the Companies Act;

(b)

an “excepted person”, in relation to subsection (2), means a person who —

(i)

is a substantial shareholder of a licensed insurer incorporated in Singapore which is a subsidiary of the relevant designated financial holding company; and (ii)had obtained approval, or is deemed to have obtained approval, to become such a substantial shareholder under section 29(1) of the Insurance Act (Cap. 142) and which approval has not been revoked; and

(c)

an “excepted person”, in relation to subsection (5), means a person who —

(i)

has an agreement or arrangement, whether oral or in writing and whether express or implied, to act together with any person with respect to the acquisition or holding of, or the exercise of rights in relation to, their interest in voting shares of an aggregate of 5% or more of the total votes attached to all voting shares in a licensed insurer incorporated in Singapore which is a subsidiary of the relevant designated financial holding company; and (ii)had obtained the approval for such agreement or arrangement under section 29(2) of the Insurance Act and which approval has not been revoked.

(7)

For the purposes of subsection (6)(a), any reference to “corporation” in section 7 of the Companies Act shall be construed as if it did not exclude a co-operative society.

Clause 21

Control of shareholdings and voting power of designated financial holding company without bank subsidiary

(1)

No person shall become —

(a)

a 20% controller; or

(b)

an indirect controller,of a designated financial holding company without bank subsidiary without first obtaining the approval of the Authority.

(2)

Subject to section 22(5), a person who is —

(a)

a 20% controller; or

(b)

an indirect controller,of a financial holding company without bank subsidiary immediately before the designation date shall, unless he is an excepted person, cease to be such a controller before the expiry of 6 months after the designation date, or such longer period as the Authority may allow in any particular case, unless he has applied in writing to the Authority for approval before such date.

(3)

In subsection (2), “excepted person” means a person who has obtained, or is deemed to have obtained, approval to obtain effective control of a licensed insurer incorporated in Singapore which is a subsidiary of the relevant designated financial holding company without bank subsidiary under section 28 of the Insurance Act (Cap. 142), and which approval has not been revoked.

Clause 22

Approval of applications in case of designated financial holding company without bank subsidiary

(1)

The Authority may approve an application made by any person under section 20 or 21 if the Authority is satisfied that —

(a)

the person is a fit and proper person; and

(b)

having regard to the likely influence of the person, the designated financial holding company will or will continue to carry on its activities prudently and comply with the provisions of this Act.

(2)

Any approval under this section may be granted to any person subject to such conditions as the Authority may determine, including but not limited to any condition —

(a)

restricting the person’s disposal or further acquisition of shares or voting power in the designated financial holding company; or

(b)

restricting the person’s exercise of voting power in the designated financial holding company.

(3)

The Authority may at any time add to, vary or revoke any condition imposed under subsection (2).

(4)

Any condition imposed under subsection (2) shall have effect notwithstanding any of the provisions of the Companies Act (Cap. 50) or anything contained in the memorandum or articles of association of the designated financial holding company.

(5)

Where the Authority disapproves an application made by any person under section 20(2) or (5) or 21(2), the person shall, within such time as the Authority may specify, take such steps as are necessary —

(a)

in the case of section 20(2), to cease to be a substantial shareholder;

(b)

in the case of section 20(5), to cease to be a party to the agreement or arrangement; or

(c)

in the case of section 21(2), to cease to be —

(i)

a 20% controller; or

(ii)

an indirect controller,as the case may be.

Clause 23

Objection to existing control of designated financial holding company without bank subsidiary

(1)

The Authority may serve a written notice of objection on any substantial shareholder, 20% controller or indirect controller, other than an excepted person, referred to in section 20 or 21 if the Authority is satisfied that —

(a)

any condition of approval imposed on the person under section 22(2) has not been complied with;

(b)

the person furnished any false or misleading information or document in connection with the person’s application under section 20 or 21;

(c)

the person has ceased to be a fit and proper person;

(d)

having regard to the likely influence of the person, the designated financial holding company is no longer likely to carry on its activities prudently or to comply with the provisions of this Act; or

(e)

Appeals

Any person who is aggrieved by a decision of the Authority under this Part may, within 30 days after he is notified of the decision by the Authority, appeal in writing to the Minister whose decision shall be final.

Clause 26

Offences, penalties and defences under this Part

(1)

Any person who contravenes section 12(1), 13(1), (2), (3) or (4), 14(1)(a) or (2)(a), 15(5)(a), (b) or (c)(i), 19(1), 20(1), (2), (3), (4) or (5) or 22(5)(a) or (b) shall be guilty of an offence and shall be liable on conviction —

(a)

in the case of an individual, to a fine not exceeding $125,000 and, in the case of a continuing offence (if applicable), to a further fine not exceeding $12,500 for every day or part thereof during which the offence continues after conviction; or

(b)

in any other case, to a fine not exceeding $250,000 and, in the case of a continuing offence (if applicable), to a further fine not exceeding $25,000 for every day or part thereof during which the offence continues after conviction.

(2)

Any person who contravenes section 14(1)(b) or (c) or (2)(b) or (c), 15(5)(c)(ii) or (iii), 17(6), 18(2) or (3), 21(1) or (2), 22(5)(c), 23(6) or 24(2) or (3), or who fails to comply with any condition imposed under section 15(2) or 22(2), shall be guilty of an offence and shall be liable on conviction —

(a)

in the case of an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence (if applicable), to a further fine not exceeding $12,500 for every day or part thereof during which the offence continues after conviction; or

(b)

in any other case, to a fine not exceeding $250,000 and, in the case of a continuing offence (if applicable), to a further fine not exceeding $25,000 for every day or part thereof during which the offence continues after conviction.

(3)

Where a person is charged with an offence in respect of a contravention of section 13, 14, 20 or 21, it shall be a defence for the person to prove that —

(a)

he was not aware that he had contravened section 13, 14, 20 or 21, as the case may be; and

(b)

within 14 days after becoming aware that he had contravened section 13, 14, 20 or 21, as the case may be, he notified the Minister or the Authority, as the case may be, of the contravention and, within such further time as determined by the Minister or the Authority, as the case may be, has taken such actions in relation to his shareholding or control of the voting power in the designated financial holding company as the Minister or the Authority, as the case may be, may direct.

(4)

Where a person is charged with an offence in respect of a contravention of section 14 or 21, it shall also be a defence for the person to prove that, even though he was aware of the contravention —

(a)

the contravention occurred as a result of an increase in the shareholding as described in section 11(3)(a) of, or in the voting power controlled by, any of his associates described in section 11(3)(c)(i);

(b)

he has no agreement or arrangement, whether oral or in writing and whether express or implied, with that associate with respect to the acquisition, holding or disposal of shares or other interests in, or under which they act together in exercising their voting power in relation to, the designated financial holding company; and

(c)

he has, within 14 days of the date of the contravention, notified the Minister or the Authority, as the case may be, of the contravention and, within such time as may be determined by the Minister or the Authority, as the case may be, taken such action in relation to his shareholding or control of the voting power in the designated financial holding company as the Minister or the Authority, as the case may be, may direct.

(5)

in the case of an individual, to a fine not exceeding $125,000 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 $12,500 for every day or part thereof during which the offence continues after conviction; or

(b)

in any other case, to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part thereof during which the offence continues after conviction.

(5)

Where a person claims, before furnishing the Authority with any information or document that he is required to furnish under subsection (2), that the information or documents might tend to incriminate him, the information or documents shall not be admissible in evidence against him in criminal proceedings other than proceedings under this Part.

Clause 34

Minimum liquid assets

(1)

The Authority may, from time to time, by notice in writing to any designated financial holding company or class of designated financial holding companies, impose requirements in relation to the minimum amount or amounts of liquid assets to be held by the designated financial holding company or class of designated financial holding companies, having regard to the risks arising from the activities of the designated financial holding company and its FHC group and such other factors as the Authority considers relevant.

(2)

Without prejudice to the generality of subsection (1), the Authority may impose limits on each liquid asset or class of liquid assets to be held by a designated financial holding company or class of designated financial holding companies.

(3)

Where the Authority issues a notice under subsection (1) to a class of designated financial holding companies, the Authority may require different designated financial holding companies within the class of designated financial holding companies to hold different amount or amounts of liquid assets, having regard to the risks arising from the activities of each designated financial holding company and its FHC group, the systemic impact of each designated financial holding company and its FHC group on the financial sector and such other factors as the Authority may consider relevant.

(4)

Whenever the Authority issues a notice under subsection (1), each designated financial holding company shall be allowed such period of grace, being not less than 3 business days, as may be specified in the notice, in which to comply with its provisions.

(5)

A designated financial holding company shall not, during any period in which it has failed to comply with any requirement imposed under subsection (1), without the approval of the Authority, grant further credit facility to any person.

(6)

Notwithstanding subsection (1) and subject to subsection (9), a designated financial holding company may, in accordance with the requirements imposed under subsection (7), utilise its liquid assets held for the purposes of subsection (1) if the designated financial holding company —

(a)

is in a liquidity stress situation; and

(b)

is solvent immediately before, and will remain solvent after, the utilisation of its liquid assets.

(7)

For the purposes of subsection (6), the Authority may, from time to time, by notice in writing to a designated financial holding company impose requirements in relation to the utilisation by the designated financial holding company of its liquid assets held for the purposes of subsection (1), including —

(a)

the procedures which the designated financial holding company must comply with before or after utilising, or during the utilisation of, its liquid assets; and

(b)

the manner in which the designated financial holding company may utilise its liquid assets.

(8)

A designated financial holding company shall, within such time as may be specified by the Authority, provide any information required by the Authority in relation to its liquidity stress situation and the utilisation of its liquid assets held for the purposes of subsection (1).

(9)

Where the Authority is of the opinion that —

(a)

a designated financial holding company is not in a liquidity stress situation;

(b)

a designated financial holding company has failed to comply with any requirement imposed under subsection (7);

(c)

a designated financial holding company is or is likely to become insolvent, or that it is or is likely to become unable to meet its obligations, or that it is about to suspend payments; or

(d)

it is in the public interest to do so,the Authority may by notice in writing to the designated financial holding company —

(i)

where the designated financial holding company has already utilised its liquid assets held for the purposes of subsection (1), direct the designated financial holding company to comply with any requirement imposed under subsection (1) within such time as may be specified by the Authority in the notice; or

(ii)

where the designated financial holding company has not, or has not fully, utilised its liquid assets held for the purposes of subsection (1), do one or more of the following:

(A)

refuse to allow the designated financial holding company to utilise its liquid assets held for the purposes of subsection (1) which are within the control of the Authority;

(B)

direct the designated financial holding company to cease utilising its liquid assets held for the purposes of subsection (1);

(C)

direct the designated financial holding company to comply with any requirement imposed under subsection (1) within such time as may be specified by the Authority in the notice.

(10)

Any designated financial holding company which fails to comply with —

(a)

subsection (5) or (8);

(b)

any requirement of the Authority under subsection (7); or

(c)

any direction of the Authority under subsection (1) or (9),shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part thereof during which the offence continues after conviction.

(11)

In this section —

Definition

“liquid assets” means —

(a)

notes and coins which are legal tender in Singapore other than assets maintained and held by the subsidiary of the designated financial holding company which is a bank incorporated in Singapore for the purposes of section 40 of the Banking Act (Cap. 19);

(b)

balances with the Authority other than —

(i)

cash balances maintained by a subsidiary of the designated financial holding company which is a bank incorporated in Singapore for the purposes of section 39 of the Banking Act; and

(ii)

assets maintained and held by a subsidiary of the designated financial holding company which is a bank incorporated in Singapore for the purposes of section 40 of the Banking Act; and

(c)

such other assets as the Authority may from time to time approve;

Definition

“liquidity stress situation” has the meaning given to it in the Schedule.

Clause 35

Minimum capital requirements

(1)

A designated financial holding company shall have a minimum paid-up ordinary share capital of not less than the highest amount of the paid-up capital which any of its subsidiaries that is a bank incorporated in Singapore or a licensed insurer incorporated, formed or established in Singapore is required to hold under the Banking Act (Cap. 19) or the Insurance Act (Cap. 142), respectively.

(2)

any requirement of the Authority under subsection (3); or

(c)

any direction of the Authority under subsection (7),shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part thereof during which the offence continues after conviction.

(9)

In this section, “paid-up capital” does not include any amount that is represented by treasury shares.

Clause 36

Capital adequacy requirements

(1)

The Authority may, from time to time, by notice in writing to any designated financial holding company or a class of designated financial holding companies, require the designated financial holding company, or class of designated financial holding companies, to maintain, on a consolidated basis in aggregate with any one or more companies in which the designated financial holding company has a major stake, as the Authority may determine, such amount of capital adequacy, as calculated in the form and manner determined by the Authority.

(2)

Notwithstanding subsection (1), the Authority may, if it considers appropriate in the particular circumstances of a designated financial holding company, or a class of designated financial holding companies, having regard to —

(a)

the risks arising from the activities of the designated financial holding company and its FHC group, or of the class of designated financial holding companies and their respective FHC groups, as the case may be; and (b)such other factors as the Authority considers relevant, vary the amount of capital adequacy to be maintained by that designated financial holding company or class of designated financial holding companies.

(3)

Where a designated financial holding company fails to comply with any requirement under subsection (1) or (2), the Authority may, without prejudice to subsection (4), by notice in writing to the designated financial holding company —

(a)

restrict or suspend the activities of the designated financial holding company; or

(b)

give such other directions to the designated financial holding company as the Authority considers appropriate, and the designated financial holding company shall comply with such directions.

(4)

Any designated financial holding company which fails to comply with —

(a)

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

(d)

a duty to submit a report on any of the matters referred to in paragraphs (b) and (c).

(6)

An auditor to whom a notice is given under subsection (5) shall comply with such direction or directions as may be specified in the notice.

(7)

The designated financial holding company shall remunerate the auditor in respect of the discharge by him of all or any of the additional duties mentioned in subsection (5).

(8)

Notwithstanding any other provision of this Act or the provisions of the Companies Act, the Authority may, if it is not satisfied with the performance of duties by an auditor appointed by a designated financial holding company —

(a)

at any time direct the designated financial holding company to remove the auditor; and

(b)

direct the designated financial holding company, as soon as practicable thereafter, to appoint another auditor, and the designated financial holding company shall comply with such direction.

(9)

An auditor’s report made under subsection (4) shall be attached to the balance-sheet and the profit and loss account and a copy thereof together with any report submitted under subsection (5) shall be transmitted in writing to the Authority.

(10)

If an auditor, in the course of the performance of his duties as an auditor of a designated financial holding company, is satisfied that —

(a)

there has been a serious contravention of any provision of this Act or that an offence involving fraud or dishonesty has been committed;

(b)

losses have been incurred which reduce the capital funds of the designated financial holding company by 50% or more;

(c)

serious irregularities have occurred, including irregularities that jeopardise the security of the creditors of the designated financial holding company; or

(d)

he is unable to confirm that the claims of creditors of the designated financial holding company are still covered by the assets,he shall immediately report the matter to the Authority.

(11)

Any designated financial holding company which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000.

(12)

Any auditor who contravenes subsection (4), (6) or (10) 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 thereof during which the offence continues after conviction.

(13)

Any designated financial holding company which fails to comply with a direction under subsection (8) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part thereof during which the offence continues after conviction.

Clause 40

Inspection of designated financial holding companies and other companies within FHC group

The Authority may, from time to time, inspect under conditions of secrecy —

(a)

the books of any designated financial holding company and any other company within its FHC group which is a financial institution; and

(b)

any branch, agency or office outside Singapore opened by any designated financial holding company or any other company within its FHC group, referred to in paragraph (a).

Clause 41

Special investigation of designated financial holding companies

The Authority may at any time make an investigation, under conditions of secrecy, of the books of any designated financial holding company and any other company within its FHC group, if the Authority has reason to believe that any designated financial holding company is contravening the provisions of this Act.

Clause 42

Provisions supplementary to sections 40 and 41

(1)

For the purposes of an inspection under section 40 or an investigation under section 41, the designated financial holding company or a company within its FHC group shall —

(a)

produce its books to the Authority and afford the Authority access thereto;

(b)

provide such information or facilities as may be required by the Authority to conduct the inspection or investigation; and

(c)

in the case where the books are not in the possession of the designated financial holding company or the company within the FHC group, as the case may be, procure that any person who is in possession of such books produce the books to the Authority and give such information and facilities as may be required by the Authority.

(2)

The books referred to in subsection (1) shall not be required to be produced at such times or at such places as would unduly interfere with the proper conduct of the normal daily business of that designated financial holding company or that company within the FHC group, as the case may be.

(3)

The Authority may appoint any person to exercise the powers of the Authority under section 40 or 41.

(4)

The remuneration and expenses of the person appointed under subsection (3) shall be paid by the designated financial holding company.

(5)

The Authority may make copies of, or take possession of, any of the books produced to it under subsection (1).

(6)

Any designated financial holding company or any company within the FHC group which, without reasonable excuse, contravenes subsection (1) 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 thereof during which the offence continues after conviction.

(7)

Where the offence under subsection (6) is proved to have been committed with the consent of, or to be attributable to any negligence on the part of an officer of the company, that officer 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 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part thereof during which the offence continues after conviction.

Clause 43

Inspection in Singapore by foreign supervisory authority

(1)

In relation to a designated financial holding company any of the holding companies of which is incorporated outside Singapore, a foreign supervisory authority may, with the prior written approval of the Authority and under conditions of secrecy, conduct an inspection in Singapore of the books of any branch or office of that designated financial holding company, and any other company within its FHC group which is a financial institution, in accordance with this section if the following conditions are satisfied:

(a)

the inspection is required by the foreign supervisory authority for the sole purpose of carrying out its supervisory functions;

(b)

the foreign supervisory authority —

(i)

is prohibited by the laws applicable to the foreign supervisory authority from disclosing information obtained by it in the course of the inspection to any other person; and

(ii)

has given to the Authority such written undertaking, as to the confidentiality of the information obtained, as the Authority may determine; and

(c)

the foreign supervisory authority has given a written undertaking to the Authority to comply with the provisions of this Act and such conditions as the Authority may impose under subsection (2).

(2)

The Authority may at any time, whether before, on or after giving written approval for an inspection under this section, require the foreign supervisory authority to comply with conditions relating to —

(a)

the classes of information to which the foreign supervisory authority shall or shall not have access in the course of the inspection;

(b)

the conduct of the inspection;

(c)

the use or disclosure of any information obtained in the course of the inspection; and

(d)

such other matters as the Authority may determine.

(3)

Subject to compliance by a foreign supervisory authority with such conditions as the Authority may impose under subsection (2), a designated financial holding company, or any other company within its FHC group which is a financial institution under inspection —

(a)

shall afford the foreign supervisory authority access to such books of the branch or office of the designated financial holding company or company under inspection, as the case may be, and provide such information (including information relating to the internal control systems of the designated financial holding company or company, as the case may be) and facilities as may be required to conduct the inspection; and

(b)

shall not be required to afford the foreign supervisory authority access to its books or to provide information or facilities at such times or at such places as would unduly interfere with the proper conduct of the normal daily business of the designated financial holding company or company under inspection, as the case may be.

(4)

in any other case, to a fine not exceeding $100,000,unless the person proves that —

(i)

the disclosure was made contrary to that person’s desire;

(ii)

where the disclosure was made in any written form, the person has as soon as practicable surrendered or taken all reasonable steps to surrender the report and all copies thereof to the Authority; and

(iii)

where the disclosure was made in an electronic form, the person has as soon as practicable taken all reasonable steps to ensure that all electronic copies of the report have been deleted and that the report and all copies thereof in other forms have been surrendered to the Authority.

Clause 45

Interpretation of this Part

In this Part, unless the context otherwise requires —“business” includes affairs and property;“office-holder”, in relation to a designated financial holding company, means any person acting in relation to the designated financial holding company as its liquidator, provisional liquidator, receiver, receiver and manager or an equivalent person;“relevant business” means any business of a designated financial holding company —

(a)

which the Authority has assumed control of under section 47(2)(c); or

(b)

Information of insolvency, etc.

Any designated financial holding company which is or is likely to become insolvent, or which is or is likely to become unable to meet its obligations, or which has suspended or is about to suspend payments, shall immediately inform the Authority of that fact.

Clause 47

Action by Authority if designated financial holding company is unable to meet obligations, etc.

(1)

Where —

(a)

a designated financial holding company 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;

(b)

a designated financial holding company becomes unable to meet its obligations, or is insolvent, or suspends payments;

(c)

the Authority is of the opinion that the designated financial holding company —

(i)

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

(ii)

has contravened any of the provisions of this Act; or

(d)

the Authority considers it in the public interest to do so,the Authority may exercise any one or more of the powers specified in subsection (2) as appears to it to be necessary.

(2)

Subject to subsection (1), the Authority may —

(a)

require the designated financial holding company concerned immediately to take any action or to do or not to do any act or thing whatsoever in relation to its businesses, including —

(i)

suspending any payments, as the Authority may consider necessary; and

(ii)

removing any of its directors or any executive officer whom the Authority considers unfit to be associated with it;

(b)

subject to subsection (3), appoint one or more persons as statutory adviser, on such terms and conditions as the Authority may specify, to advise the designated financial holding company on the proper management of such of the businesses of the designated financial holding company as the Authority may determine; or

(c)

assume control of and manage such of the businesses of the designated financial holding company as the Authority may determine, or appoint one or more persons as statutory managers to do so on such terms and conditions as the Authority may specify.

(3)

Where the Authority appoints 2 or more persons as statutory managers of a designated financial holding company, it shall specify in the terms and conditions of the appointment which of the duties, functions and powers of the statutory manager —

(a)

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

(b)

shall be discharged or exercised by such persons jointly; and

(c)

shall be discharged or exercised by a specified person of such persons.

(4)

Where the Authority has exercised any power under subsection (2), it may at any time do one or more of the following:

(a)

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;

(b)

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

(c)

add to, vary or revoke any term or condition specified by the Authority under this section.

(5)

Any designated financial holding company which fails to comply with a direction issued by the Authority under subsection (2)(a) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part thereof during which the offence continues after conviction.

(6)

No liability shall be incurred by —

(a)

a statutory manager; or

(b)

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 —

(i)

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

(ii)

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

(iii)

the compliance or purported compliance with this Act.

Clause 48

Effect of assumption of control under section 47

(1)

During the period when the Authority or statutory manager is in control of the relevant business of a designated financial holding company, the Authority or statutory manager shall manage the relevant business of the designated financial holding company in the name of and on behalf of the designated financial holding company and shall be deemed to be an agent of the designated financial holding company.

(2)

In managing the relevant business of a designated financial holding company, the Authority or statutory manager shall have all the duties, powers and functions of the members of the board of directors of the designated financial holding company (collectively and individually) under this Act, the Companies Act (Cap. 50) and the constitution of the designated financial holding company, including powers of delegation, in relation to the relevant business of the designated financial holding company; but nothing in this subsection shall require the Authority or statutory manager to call any meeting of the designated financial holding company under the Companies Act or the constitution of the designated financial holding company.

(3)

Notwithstanding any written law or rule of law, upon the assumption of control of the relevant business of a designated financial holding company by the Authority or statutory manager, any appointment of a person as chief executive or director of the designated financial holding company which was in force immediately before the assumption of control, shall be deemed to be revoked unless the Authority gives its approval, by notice in writing to the person and the designated financial holding company, for the person to remain in the appointment.

(4)

if there is any conflict or inconsistency between —

(i)

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

(ii)

a direction or decision given by any chief executive, director, member, executive officer, employee, agent or office‑holder, or the board of directors, of the designated financial holding company, or any trustee for the designated financial holding company,the direction or decision referred to in sub‑paragraph (i) shall, to the extent of the conflict or inconsistency, prevail over the direction or decision referred to in sub‑paragraph (ii); and

(b)

no person shall exercise any voting or other right attached to any share in the designated financial holding company 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 shall be invalid and of no effect.

(9)

Any person who contravenes subsection (8)(b) shall be guilty of an offence.

(10)

Any person who is guilty of an offence under subsection (6), (7) or (8) shall be liable on conviction to a fine not exceeding $125,000 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 $12,500 for every day or part thereof during which the offence continues after conviction.

(11)

In this section, “constitution of the designated financial holding company” means the memorandum of association and articles of association of the designated financial holding company or other instrument under which the designated financial holding company is incorporated, formed or established.

Clause 49

Duration of control

(1)

The Authority shall cease to be in control of the relevant business of a designated financial holding company when the Authority is satisfied that the reasons for its assumption of control of the relevant business have ceased to exist.

(2)

A statutory manager shall be deemed to have assumed control of the relevant business of a designated financial holding company on the date of his appointment as a statutory manager.

(3)

The appointment of a statutory manager in relation to the relevant business of a designated financial holding company may be revoked by the Authority at any time —

(a)

if the Authority is satisfied that the reasons for the appointment have ceased to exist; or

(b)

on any other ground,and upon such revocation, the statutory manager shall cease to be in control of the relevant business of the designated financial holding company.

(4)

The Authority shall publish in the Gazette the date, and such other particulars as it thinks fit, of —

(a)

its assumption of control of the relevant business of a designated financial holding company;

(b)

the cessation of its control of the relevant business of a designated financial holding company;

(c)

the appointment of a statutory manager in relation to the relevant business of a designated financial holding company; and

(d)

the revocation of a statutory manager’s appointment in relation to the relevant business of a designated financial holding company.

Clause 50

Responsibilities of officers, member, etc., of designated financial holding company

(1)

During the period when the Authority or statutory manager is in control of the relevant business of a designated financial holding company —

(a)

the High Court may, on an application of the Authority or statutory manager, direct any person who has ceased to be or who is still a chief executive, director, member, executive officer, employee, agent, banker, auditor or office‑holder of, or trustee for, the designated financial holding company 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 designated financial holding company which is comprised in, forms part of or relates to the relevant business of the designated financial holding company, and which is in his possession or control; and

(b)

any person who has ceased to be or who is still a chief executive, director, member, executive officer, employee, agent, banker, auditor or office‑holder of, or trustee for, the designated financial holding company shall give to the Authority or statutory manager such information as the Authority or statutory manager may require for the discharge of its or his duties or functions, or the exercise of its or his powers, in relation to the designated financial holding company, within such time and in such manner as may be specified by the Authority or statutory manager.

(2)

Any person who —

(a)

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

(b)

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 $125,000 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 $12,500 for every day or part thereof during which the offence continues after conviction.

Clause 51

Remuneration and expenses of Authority and others in certain cases

The Authority may at any time fix the remuneration and expenses to be paid by a designated financial holding company —

(a)

to a statutory adviser or statutory manager appointed in relation to the designated financial holding company, whether or not the appointment has been revoked; and

(b)

where the Authority has assumed control of the relevant business of the designated financial holding company, to the Authority and any person appointed by the Authority under section 61 in relation to its assumption of control of the relevant business, whether or not the Authority has ceased to be in control of the relevant business.

Clause 52

Winding up where designated financial holding company is co‑operative society

(1)

Where a designated financial holding company is a co‑operative society, no proceedings for the transfer of assets and liabilities, dissolution or winding up of the co-operative society shall be taken under sections 74, 75 and 83 to 89 of the Co‑operative Societies Act (Cap. 62).

(2)

Notwithstanding section 101 of the Co‑operative Societies Act, any designated financial holding company that is a co‑operative society shall be deemed to be an unregistered company within the meaning of Division 5 of Part X of the Companies Act (Cap. 50) and may be wound up by the Court under the Companies Act (as modified by this section) and the applicable provisions of this Part.

(3)

In any winding up —

(a)

in applying the provisions of the Companies Act, any reference to the Registrar under the Companies Act shall be read as reference to the Registrar under the Co‑operative Societies Act;

(b)

notwithstanding subsection (2), section 344 of the Companies Act shall be applicable and in applying this provision, any reference to the register under the Companies Act shall be read as a reference to the register of societies referred to in section 10A(1)(a) of the Co‑operative Societies Act;

(c)

upon winding up of the society, the assets shall be applied first to the cost of liquidation, then to the discharge of the liabilities of the society, then to the payment of the share capital or subscription capital, and then, provided that the by-laws of the society permit, to the payment of a dividend or patronage refund at a rate not exceeding that laid down in the rules made under the Co‑operative Societies Act or in the by‑laws for any period during which no dividend or patronage refund was in fact paid; and

(d)

any moneys remaining after the application of the funds to the purposes specified in paragraph (c), shall be carried to the Co‑operative Societies Liquidation Account kept by the Registrar and section 89(4) and (5) of the Co‑operative Societies Act shall apply to deal with the moneys in the Co‑operative Societies Liquidation Account.

(4)

In this section, “Court” means the High Court or a Judge thereof.

Clause 53

Interpretation of this Part

In this Part, unless the context otherwise requires —“enforce” means enforce through criminal, civil or administrative proceedings;“enforcement” means the taking of any action to enforce a law or regulatory requirement against a specified person, being a law or regulatory requirement that relates to the financial holding companies in the foreign country of the regulatory authority concerned;“foreign country” means a country or territory other than Singapore;“investigation” means an investigation to determine if a specified person has contravened or is contravening a law or regulatory requirement, being a law or regulatory requirement that relates to the financial holding companies in the foreign country of the regulatory authority concerned;“material” includes any book or information in any form whatsoever, and any container or article relating thereto;“prescribed written law” means this Act, or any of the following written laws and any subsidiary legislation made thereunder:

(a)

Banking Act (Cap. 19);

(b)

Finance Companies Act (Cap. 108);

(c)

Financial Advisers Act (Cap. 110);

(d)

Insurance Act (Cap. 142);

(e)

Monetary Authority of Singapore Act (Cap. 186);

(f)

Money-changing and Remittance Businesses Act (Cap. 187);

(g)

Securities and Futures Act (Cap. 289); or

(h)

“prescribed written law” means this Act, or any of the following written laws and any subsidiary legislation made thereunder:

(a)

Banking Act (Cap. 19);

(b)

Finance Companies Act (Cap. 108);

(c)

Financial Advisers Act (Cap. 110);

(d)

Insurance Act (Cap. 142);

(e)

Monetary Authority of Singapore Act (Cap. 186);

(f)

Money-changing and Remittance Businesses Act (Cap. 187);

(g)

Securities and Futures Act (Cap. 289); or

(h)

such other Act as the Authority may prescribe;

Definition

“regulatory authority”, in relation to a foreign country, means an authority of the foreign country exercising any function that corresponds to a regulatory function of the Authority under this Act;

Definition

“supervision”, in relation to a regulatory authority, means the taking of any action for or in connection with the supervision of a subject-matter in the foreign country of the regulatory authority similar to that to which this Act pertains.

Clause 54

Conditions for provision of assistance

(1)

The Authority may provide the assistance referred to in section 56 to a regulatory authority of a foreign country if the Authority is satisfied that all of the following conditions are fulfilled:

(a)

the request by the regulatory authority for assistance is received by the Authority on or after the date of commencement of this Act;

(b)

the assistance is intended to enable the regulatory authority, or any other authority of the foreign country, to carry out supervision, investigation or enforcement;

(c)

the contravention of the law or regulatory requirement to which the request relates took place on or after the date of commencement of this Act;

(d)

the regulatory authority has given a written undertaking that any material or copy thereof obtained pursuant to its request shall not be used for any purpose other than a purpose that is specified in the request and approved by the Authority;

(e)

the regulatory authority has given a written undertaking not to disclose to a third party (other than a designated third party of the foreign country in accordance with paragraph (f)) any material received pursuant to the request unless the regulatory authority is compelled to do so by the law or a court of the foreign country;

(f)

the regulatory authority has given a written undertaking to obtain the prior consent of the Authority before disclosing any material received pursuant to the request to a designated third party, and to make such disclosure only in accordance with such conditions as may be imposed by the Authority;

(g)

the material requested for is of sufficient importance to the carrying out of the supervision, investigation or enforcement to which the request relates and cannot reasonably be obtained by any other means; (h)the matter to which the request relates is of sufficient gravity; and

(i)

the rendering of assistance will not be contrary to the public interest.

(2)

In subsection (1)(e) and (f), “designated third party”, in relation to a foreign country, means —

(a)

any person or body responsible for supervising the regulatory authority in question;

(b)

any authority of the foreign country responsible for carrying out the supervision, investigation or enforcement in question; or

(c)

any authority of the foreign country exercising a function that corresponds to a regulatory function of the Authority under this Act.

Clause 55

Other factors to consider for provision of assistance

In deciding whether to grant a request for assistance referred to in section 56 from a regulatory authority of a foreign country, the Authority may also have regard to the following:

(a)

whether the act or omission that is alleged to constitute the contravention of the law or regulatory requirement to which the request relates would, if it had occurred in Singapore, have constituted an offence under this Act;

(b)

whether the regulatory authority has given or is willing to give an undertaking to the Authority to comply with a future request by the Authority to the regulatory authority for similar assistance;

(c)

whether the regulatory authority has given or is willing to give an undertaking to the Authority to contribute towards the costs of providing the assistance that the regulatory authority has requested for.

Clause 56

Assistance that may be rendered

(1)

Notwithstanding the provisions of any prescribed written law or any requirement imposed thereunder or any rule of law, the Authority or any person authorised by the Authority may, in relation to a request by a regulatory authority of a foreign country for assistance —

(a)

transmit to the regulatory authority any material in the possession of the Authority that is requested by the regulatory authority or a copy thereof;

(b)

order any person to furnish to the Authority any material that is requested by the regulatory authority or a copy thereof, and transmit the material or copy to the regulatory authority;

(c)

order any person to transmit directly to the regulatory authority any material that is requested by the regulatory authority or a copy thereof;

(d)

order any person to make an oral statement to the Authority on any information requested by the regulatory authority, record such statement, and transmit the recorded statement to the regulatory authority; or

(e)

request any ministry or department of the Government, or any statutory authority in Singapore, to furnish to the Authority any material that is requested by the regulatory authority or a copy thereof, and transmit the material or copy to the regulatory authority.

(2)

The assistance referred to in subsection (1)(c) may only be rendered if the material sought is to enable the regulatory authority to carry out investigation or enforcement.

(3)

An order under subsection (1)(b), (c) or (d) shall have effect notwithstanding any obligation as to secrecy or other restriction upon the disclosure of information imposed by any prescribed written law or any requirement imposed thereunder, any rule of law, any contract or any rule of professional conduct.

(4)

Nothing in this section shall compel an advocate and solicitor or a legal counsel referred to in section 128A of the Evidence Act (Cap. 97) —

(a)

to furnish or transmit any material or copy thereof that contains; or

(b)

to disclose,a privileged communication made by or to him in that capacity.

(5)

An advocate and solicitor or a legal counsel referred to in section 128A of the Evidence Act who refuses to disclose, or to furnish or transmit any material or copy thereof that contains, any privileged communication shall nevertheless be obliged to give the name and address (if he knows them) of the person to whom, or by or on behalf of whom, the privileged communication was made.

(6)

A person is not excused from making an oral statement pursuant to an order made under subsection (1)(d) on the ground that the statement might tend to incriminate him but, where the person claims before making the statement that the statement might tend to incriminate him, that statement is not admissible in evidence against him in criminal proceedings other than proceedings for an offence under section 57.

Clause 57

Offences under this Part

(1)

Any person who —

(a)

without reasonable excuse, refuses or fails to comply with an order under section 56(1)(b), (c) or (d); or

(b)

in purported compliance with an order —

(i)

under section 56(1)(b) or (c), furnishes to the Authority, or transmits to the regulatory authority, any material or copy thereof that is false or misleading in a material particular; or

(ii)

under section 56(1)(d), makes a statement to the Authority that is false or misleading in a material particular, shall be guilty of an offence.

(2)

Any person guilty of an offence under subsection (1)(a) shall be liable on conviction —

(a)

in the case of an individual, to a fine not exceeding $50,000; or

(b)

in any other case, to a fine not exceeding $100,000.

(3)

Any person guilty of an offence under subsection (1)(b) shall be liable on conviction —

(a)

in the case of an individual, to a fine not exceeding $125,000 or to imprisonment for a term not exceeding 3 years or to both; or

(b)

in any other case, to a fine not exceeding $250,000.

(4)

Notwithstanding subsection (3), an individual shall not be sentenced to imprisonment for an offence under subsection (1)(b) unless he committed the offence wilfully.

Clause 58

Immunities

(1)

No civil or criminal proceedings, other than proceedings for an offence under section 57, shall lie against any person for —

(a)

furnishing to the Authority or transmitting any material or copy thereof to the Authority or a regulatory authority of a foreign country if he had furnished or transmitted that material or copy in good faith in compliance with an order made under section 56(1)(b) or (c);

(b)

making a statement to the Authority in good faith and in compliance with an order made under section 56(1)(d); or

(c)

doing or omitting to do any act, if he had done or omitted to do the act in good faith and as a result of complying with such an order.

(2)

Any person who complies with an order referred to in subsection (1)(a) or (b) shall not be treated as being in breach of any restriction upon the disclosure of information or thing imposed by any prescribed written law or any requirement imposed thereunder, any rule of law, any contract or any rule of professional conduct.

Financial Holding Companies Bill

About this bill

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