Regulation 4

in the case of an acquisition referred to in section 15A(5)(a) or (b) of the Act —

the acquiring company —

is carrying on a trade or business in Singapore on the date of the acquisition of the shares;

has in its employment at least 3 local employees at all times during the period of 12 months immediately before that date;

is not connected to the target company for at least 2 years immediately before that date, unless paragraph (2) applies; and

in a case where the acquiring company is a subsidiary of another company within the meaning of section 5 of the Companies Act 1967, has a Singapore company as its ultimate holding company on that date;

where the acquisition is made by the acquiring subsidiary, the acquiring subsidiary —

does not carry on a trade or business in Singapore or elsewhere on the date of the acquisition of the shares; and

does not claim any deduction for any capital expenditure or transaction costs under section 37O of the Income Tax Act 1947 for the financial year in which the acquisition is made or any stamp duty relief under section 15A of the Act for that financial year; (iii)where the acquisition is made by the acquiring subsidiary and, on the date of the acquisition of the shares (being a date on or after 17th February 2012), the acquiring subsidiary is indirectly owned by the acquiring company through one or more intermediate companies, every such intermediate company —

is wholly owned (whether directly or indirectly) by the acquiring company on that date;

is incorporated for the primary purpose of acquiring and holding shares in other companies;

does not carry on a trade or business in Singapore or elsewhere on that date; and

does not claim any deduction for any capital expenditure or transaction costs under section 37O of the Income Tax Act 1947 for the financial year in which the acquisition is made or any stamp duty relief under section 15A of the Act for that financial year; and

the target company, or a subsidiary wholly owned by the target company (directly, in the case of a qualifying acquisition the date of which is before 17th February 2012; or whether directly or indirectly, in the case of a qualifying acquisition the date of which is on or after 17th February 2012) —

carries on a trade or business on the date of the acquisition of the shares; and

has in its employment at least 3 employees at all times during the period of 12 months immediately before that date;

in the case of an acquisition referred to in section 15A(5)(c) or (d) of the Act —

the acquiring company —

is carrying on a trade or business in Singapore on the date of the acquisition of the shares;

has in its employment at least 3 local employees at all times during the period of 12 months immediately before that date;

is not connected to the target company for at least 2 years immediately before that date, unless paragraph (2) applies; and

in a case where the acquiring company is a subsidiary of another company within the meaning of section 5 of the Companies Act 1967, has a Singapore company as its ultimate holding company on that date;

where the acquisition is made by the acquiring subsidiary, the acquiring subsidiary —

does not carry on a trade or business in Singapore or elsewhere on the date of the acquisition of the shares; and

does not claim any deduction for any capital expenditure or transaction costs under section 37O of the Income Tax Act 1947 for the financial year in which the acquisition is made or any stamp duty relief under section 15A of the Act for that financial year;

where the acquisition is made by the acquiring subsidiary and, on the date of the acquisition of the shares (being a date on or after 17th February 2012), the acquiring subsidiary is indirectly owned by the acquiring company through one or more intermediate companies, every such intermediate company —

is wholly owned (whether directly or indirectly) by the acquiring company on that date;

is incorporated for the primary purpose of acquiring and holding shares in other companies;

does not carry on a trade or business in Singapore or elsewhere on that date; and

does not claim any deduction for any capital expenditure or transaction costs under section 37O of the Income Tax Act 1947 for the financial year in which the acquisition is made or any stamp duty relief under section 15A of the Act for that financial year;

the target company, or a subsidiary wholly owned by the target company (directly, in the case of a qualifying acquisition the date of which is before 17th February 2012; or whether directly or indirectly, in the case of a qualifying acquisition the date of which is on or after 17th February 2012) —

carries on a trade or business on the date of the acquisition of the shares; and

has in its employment at least 3 employees at all times during the period of 12 months immediately before that date; and

the conditions specified in sub‑paragraph (a) are also satisfied in relation to —

the qualifying acquisition referred to in section 15A(5)(a) of the Act, where the claim is for relief from stamp duty on an instrument made for the purposes of or in connection with a qualifying acquisition falling within the qualifying period in which a qualifying acquisition referred to in section 15A(5)(a) of the Act is made; and

the qualifying acquisition referred to in section 15A(5)(b) of the Act, where the claim is for relief from stamp duty on an instrument made for the purposes of or in connection with a qualifying acquisition falling within the qualifying period in which a qualifying acquisition referred to in section 15A(5)(b) of the Act is made; and

in any case, the consideration paid by the acquiring company or the acquiring subsidiary (as the case may be) in respect of the qualifying acquisition consists only of cash or shares in the acquiring company or a combination of both.

is after the date of an acquisition referred to in section 15A(5)(a) or (b) of the Act (as the case may be); but(b)on or before the end of the qualifying period in which the acquisition referred to in section 15A(5)(a) or (b) of the Act (as the case may be) is made.

at least 75% of the total number of ordinary shares in one company are beneficially held, directly or indirectly, by the other; or

at least 75% of the total number of ordinary shares in each of the 2 companies are beneficially held, directly or indirectly, by a third company.