Regulation 61A

the ultimate parent entity of each group agrees to combine the businesses of each group by way of contractual arrangement, and not through the holding of ownership interests in one another; and

all of the following conditions are satisfied:

the arrangement provides for the ultimate parent entity of each group to make distributions (with respect to dividends and in liquidation) to persons with ownership interests in the ultimate parent entity based on a fixed ratio;

the arrangement provides for the management of the combined businesses of each group as a single economic entity while retaining the separate legal personality of each ultimate parent entity;

the ownership interests in the ultimate parent entity of each group are quoted, traded or transferred independently in different capital markets;

the ultimate parent entity of each group prepares consolidated financial statements —

in which the assets, liabilities, income, expenses and cashflows of the entities of all the groups subject to the arrangement are presented together as those of a single economic unit; and

that are required by a regulatory regime to be audited by an external auditor.

at least 50% of the ownership interests in the ultimate parent entity of each group are by reason of the form of ownership, restrictions on transfer, or other terms or conditions, combined with each other and cannot be transferred or traded independently;

if the combined ownership interests referred to in sub-paragraph (a) are listed on any securities exchange in Singapore or elsewhere, those ownership interests are quoted at a single price; and

one of those ultimate parent entities prepares consolidated financial statements —

in which the assets, liabilities, income, expenses and cashflows of the entities of all the groups are presented together as those of a single economic unit; and

that are required by a regulatory regime to be audited by an external auditor.