# legal_provisions

document_id: sfa-2001
provision_ref: s81ZK
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81ZK
title: Power of Authority to make regulations
content:
81ZK. —(1) Without affecting section 341, the Authority may make regulations for the purposes of this Part, including regulations relating to the approval of, and the requirements applicable to, persons who establish, operate, or assist in establishing or operating approved holding companies. [34/2012] (2) Regulations made under this section may provide — ( a ) that a contravention of any specified provision thereof shall be an offence; and ( b ) for penalties not exceeding a fine of $150,000 or imprisonment for a term not exceeding 12 months or both for each offence and, in the case of a continuing offence, a further penalty not exceeding a fine of 10% of the maximum fine prescribed for that offence for every day or part of a day during which the offence continues after conviction.


document_id: sfa-2001
provision_ref: s81ZL
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81ZL
title: Power of Authority to issue directions
content:
81ZL. —(1) The Authority may, if it thinks it necessary or expedient — ( a ) for ensuring fair, orderly and transparent markets; ( aa ) for ensuring safe and efficient trade repositories; ( b ) for ensuring safe and efficient clearing facilities; ( c ) for ensuring the integrity and stability of the capital markets or the financial system; ( d ) in the interests of the public or a section of the public or for the protection of investors; ( e ) for the effective administration of this Act; or ( f ) for ensuring compliance with any condition or restriction as the Authority may impose under section 81W(1) or (2), 81ZA(2), 81ZE(5) or (10), 81ZF(12) or 81ZI, or such other obligations or requirements under this Act or as the Authority may prescribe, issue directions by written notice either of a general or specific nature to an approved holding company or class of approved holding companies, and the approved holding company or each approved holding company of the class must comply with such directions. [34/2012] [Act 12 of 2024 wef 30/08/2024] (2) Any approved holding company which, without reasonable excuse, contravenes a direction issued under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. (3) It is not necessary to publish any direction issued under subsection (1) in the Gazette . [34/2012] Division 3 &#x2014; Voluntary Transfer of Business of
Approved Holding Company


document_id: sfa-2001
provision_ref: s81ZM
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81ZM
title: Interpretation of this Division
content:
81ZM. In this Division, unless the context otherwise requires — “business” includes affairs, property, right, obligation and liability; “Court” means the General Division of the High Court; “debenture” has the meaning given by section 4(1) of the Companies Act 1967; “property” includes property, right and power of every description; “Registrar of Companies” means the Registrar of Companies appointed under the Companies Act 1967 and includes any Deputy or Assistant Registrar of Companies appointed under that Act; “transferee” means an approved holding company, or a corporation which has applied or will be applying for approval or recognition to carry on in Singapore the usual business of an approved holding company, to which the whole or any part of a transferor’s business is, is to be, or is proposed to be transferred under this Division; “transferor” means an approved holding company the whole or any part of the business of which is, is to be, or is proposed to be transferred under this Division. [10/2013; 40/2019]


document_id: sfa-2001
provision_ref: s81ZN
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81ZN
title: Voluntary transfer of business
content:
81ZN. —(1) A transferor may transfer the whole or any part of its business (including any business that is not the usual business of an approved holding company) to a transferee, if — ( a ) the Authority has consented to the transfer; ( b ) the transfer involves the whole or any part of the business of the transferor that is the usual business of an approved holding company; and ( c ) the Court has approved the transfer. [10/2013] (2) Subsection (1) does not affect the right of an approved holding company to transfer the whole or any part of its business under any law. [10/2013] (3) The Authority may consent to a transfer under subsection (1)( a ) if the Authority is satisfied that — ( a ) the transferee is a fit and proper person; and ( b ) the transferee will conduct the business of the transferor prudently and comply with the provisions of this Act. [10/2013] (4) The Authority may at any time appoint one or more persons to perform an independent assessment of, and provide a report on, the proposed transfer of a transferor’s business (or any part thereof) under this Division. [10/2013] (5) The remuneration and expenses of any person appointed under subsection (4) must be paid by the transferor and the transferee jointly and severally. [10/2013] (6) The Authority must serve a copy of any report provided under subsection (4) on the transferor and the transferee. [10/2013] (7) The Authority may require a person to provide, within the period and in the manner specified by the Authority, any information or document that the Authority may reasonably require for the discharge of its duties or functions, or the exercise of its powers, under this Division. [10/2013] (8) Any person who — ( a ) without reasonable excuse, fails to comply with any requirement under subsection (7); or ( b ) in purported compliance with any requirement under subsection (7), knowingly or recklessly provides 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 $200,000 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 $20,000 for every day or part of a day during which the offence continues after conviction. [10/2013] (9) Where a person claims, before providing the Authority with any information or document that the person is required to provide under subsection (7), that the information or document might tend to incriminate the person, the information or document is not admissible in evidence against the person in criminal proceedings other than proceedings under subsection (8). [10/2013]


document_id: sfa-2001
provision_ref: s81ZO
chapter: PART 3A - APPROVED HOLDING COMPANIES
section: 81ZO
title: Approval of transfer
content:
81ZO. —(1) A transferor must apply to the Court for its approval of the transfer of the whole or any part of the business of the transferor to the transferee under this Division. [10/2013] (2) Before making an application under subsection (1) — ( a ) the transferor must lodge with the Authority a report setting out such details of the transfer and provide such supporting documents as the Authority may specify; ( b ) the transferor must obtain the consent of the Authority under section 81ZN(1)( a ); ( c ) the transferor and the transferee must, if they intend to serve on their respective shareholders a summary of the transfer, obtain the Authority’s approval of the summary; ( d ) the transferor must, at least 15 days before the application is made but not earlier than one month after the report referred to in paragraph ( a ) is lodged with the Authority, publish in the Gazette and in such newspaper or newspapers as the Authority may determine a notice of the transferor’s intention to make the application and containing such other particulars as may be prescribed; ( e ) the transferor and the transferee must keep at their respective offices in Singapore, for inspection by any person who may be affected by the transfer, a copy of the report referred to in paragraph ( a ) for a period of 15 days after the publication of the notice referred to in paragraph ( d ) in the Gazette ; and ( f ) unless the Court directs otherwise, the transferor and the transferee must serve on their respective shareholders affected by the transfer, at least 15 days before the application is made, a copy of the report referred to in paragraph ( a ) or a summary of the transfer approved by the Authority under paragraph ( c ). [10/2013] (3) The Authority and any person who, in the opinion of the Court, is likely to be affected by the transfer — ( a ) have the right to appear before and be heard by the Court in any proceedings relating to the transfer; and ( b ) may make any application to the Court in relation to the transfer. [10/2013] (4) The Court is not to approve the transfer if the Authority has not consented under section 81ZN(1)( a ) to the transfer. [10/2013] (5) The Court may, after taking into consideration the views (if any) of the Authority on the transfer — ( a ) approve the transfer without modification or subject to any modification agreed to by the transferor and the transferee; or ( b ) refuse to approve the transfer. [10/2013] (6) If the transferee is not approved as an approved holding company by the Authority, the Court may approve the transfer on terms that the transfer takes effect only in the event of the transferee being approved as an approved holding company by the Authority. [10/2013] (7) The Court may by the order approving the transfer or by any subsequent order provide for all or any of the following matters: ( a ) the transfer to the transferee of the whole or any part of the business of the transferor; ( b ) the allotment or appropriation by the transferee of any share, debenture, policy or other interest in the transferee which under the transfer is to be allotted or appropriated by the transferee to or for any person; ( c ) the continuation by (or against) the transferee of any legal proceedings pending by (or against) the transferor; ( d ) the dissolution, without winding up, of the transferor; ( e ) the provisions to be made for persons who are affected by the transfer; ( f ) such incidental, consequential and supplementary matters as are, in the opinion of the Court, necessary to secure that the transfer is fully effective. [10/2013] (8) Any order under subsection (7) may — ( a ) provide for the transfer of any business, whether or not the transferor otherwise has the capacity to effect the transfer in question; ( b ) make provision in relation to any property which is held by the transferor as trustee; and ( c ) make provision as to any future or contingent right or liability of the transferor, including provision as to the construction of any instrument under which any such right or liability may arise. [10/2013] (9) Subject to subsection (10), where an order made under subsection (7) provides for the transfer to the transferee of the whole or any part of the transferor’s business, then by virtue of the order the business (or part thereof) of the transferor specified in the order is transferred to and vests in the transferee, free in the case of any particular property (if the order so directs) from any charge which by virtue of the transfer is to cease to have effect. [10/2013] (10) No order under subsection (7) has any effect or operation in transferring or otherwise vesting land in Singapore until the appropriate entries are made with respect to the transfer or vesting of that land by the appropriate authority. [10/2013] (11) If any business specified in an order under subsection (7) is governed by the law of any foreign country or territory, the Court may order the transferor to take all necessary steps for securing that the transfer of the business to the transferee is fully effective under the law of that country or territory. [10/2013] (12) Where an order is made under this section, the transferor and the transferee must each lodge within 7 days after the order is made — ( a ) a copy of the order with the Registrar of Companies and with the Authority; and ( b ) where the order relates to land in Singapore, an office copy of the order with the appropriate authority concerned with the registration or recording of dealings in that land. [10/2013] (13) A transferor or transferee which contravenes subsection (12), and every officer of the transferor or transferee (as the case may be) who fails to take all reasonable steps to secure compliance by the transferor or transferee (as the case may be) with that subsection, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part of a day during which the offence continues after conviction. [10/2013]


document_id: sfa-2001
provision_ref: s82
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 82
title: Need for capital markets services licence
content:
82. —(1) Subject to subsection (2) and section 99, no person may, whether as principal or agent, carry on business in any regulated activity or hold out that the person is carrying on such business unless the person is the holder of a capital markets services licence for that regulated activity. (2) Subsection (1) does not apply to any person specified in the Third Schedule. (3) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. 83. [ Repealed by Act 2 of 2009 ]


document_id: sfa-2001
provision_ref: s84
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 84
title: Application for grant of capital markets services licence
content:
84. —(1) An application for the grant of a capital markets services licence must be made to the Authority in such form and manner as the Authority may specify. [2/2009; 4/2017] (2) The Authority may require an applicant to provide it with such information or documents as the Authority considers necessary in relation to the application. (3) An application for the grant of a capital markets services licence must be accompanied by a non‑refundable prescribed application fee which must be paid in the manner specified by the Authority. [2/2009]


document_id: sfa-2001
provision_ref: s85
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 85
title: Licence fee
content:
85. —(1) The holder of a capital markets services licence must on a yearly basis on or before such date and in such manner as the Authority may specify pay such licence fee for each regulated activity to which the licence relates as the Authority may prescribe. [2/2009] [Act 12 of 2024 wef 24/01/2025] (2) Any licence fee paid to the Authority in respect of any regulated activity must not be refunded if — ( a ) the licence is revoked or suspended, or lapses during the period to which the licence fee relates; ( b ) [ Deleted by Act 2 of 2009 ] ( c ) the holder of a capital markets services licence ceases to carry on business in that regulated activity during the period to which the licence fee relates; or ( d ) a section 101A prohibition order or an FSMA prohibition order has been made against the holder of a capital markets services licence. [2/2009] [Act 18 of 2022 wef 31/07/2024] (3) Subject to subsection (2), the Authority may, where it considers appropriate, refund the whole or part of any licence fee paid to it. (4) Where the holder of a capital markets services licence fails to pay the licence fee by the date on which such fee is due, the Authority may impose a late payment fee of a prescribed amount for every day or part of a day that the payment is late and both fees are recoverable by the Authority as a judgment debt. [2/2009]


document_id: sfa-2001
provision_ref: s86
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 86
title: Grant of capital markets services licence
content:
86. —(1) A corporation may make an application for a capital markets services licence to carry on business in one or more regulated activities. (2) In granting a capital markets services licence, the Authority must specify the regulated activity or activities to which the licence relates, described in such manner as the Authority considers appropriate. (3) A capital markets services licence may only be granted if the applicant meets such minimum financial and other requirements as the Authority may prescribe, either generally or specifically, or as are provided in the business rules of an approved exchange or recognised market operator. [4/2017] (4) Subject to regulations made under this Act, where an application is made for the grant of a capital markets services licence, the Authority may refuse the application if — ( a ) the applicant has not provided the Authority with such information or documents relating to it or any person employed by or associated with it for the purposes of its business, and to any circumstances likely to affect its manner of conducting business, as the Authority may require; ( aa ) any information or document that is provided by the applicant to the Authority is false or misleading; ( b ) the applicant or its substantial shareholder is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; ( c ) an enforcement order against the applicant or its substantial shareholder in respect of a judgment debt has been returned unsatisfied in whole or in part; [Act 25 of 2021 wef 01/04/2022] ( d ) a receiver, a receiver and manager, judicial manager or an equivalent person has been appointed whether in Singapore or elsewhere in relation to, or in respect of, any property of the applicant or its substantial shareholder; ( e ) the applicant or its substantial shareholder has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with its creditors, being a compromise or scheme of arrangement that is still in operation; ( f ) the applicant or its substantial shareholder, or any officer of the applicant — (i) has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that it or he or she had acted fraudulently or dishonestly; or (ii) has been convicted of an offence under this Act; ( g ) the Authority is not satisfied as to the educational or other qualification or experience of the officers or employees of the applicant having regard to the nature of the duties they are to perform in connection with the holding of the licence; ( h ) the applicant fails to satisfy the Authority that it is a fit and proper person to be licensed or that all of its officers, employees and substantial shareholders are fit and proper persons; ( i ) the Authority has reason to believe that the applicant may not be able to act in the best interests of its subscribers or customers having regard to the reputation, character, financial integrity and reliability of the applicant or its officers, employees or substantial shareholders; ( j ) the Authority is not satisfied as to the financial standing of the applicant or its substantial shareholders or the manner in which the applicant’s business is to be conducted; ( k ) the Authority is not satisfied as to the record of past performance or expertise of the applicant having regard to the nature of the business which the applicant may carry on in connection with the holding of the licence; ( l ) there are other circumstances which are likely to — (i) lead to the improper conduct of business by the applicant, any of its officers, employees or substantial shareholders; or (ii) reflect discredit on the manner of conducting the business of the applicant or its substantial shareholders; ( m ) the Authority has reason to believe that the applicant, or any of its officers or employees, will not perform the functions for which the applicant seeks to be licensed, efficiently, honestly or fairly; ( n ) the Authority is of the opinion that it would be contrary to the interests of the public to grant the licence; or ( o ) a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against the applicant. [2/2009] [Act 18 of 2022 wef 31/07/2024] (5) Subject to subsection (6), the Authority must not refuse an application for a grant of a capital markets services licence without giving the applicant an opportunity to be heard. [2/2009] (6) The Authority may refuse an application for the grant of a capital markets services licence on any of the following grounds without giving the applicant an opportunity to be heard: ( a ) the applicant is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; ( b ) a receiver, a receiver and manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the applicant; ( c ) the applicant has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly; ( d ) a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against the applicant. [2/2009] [Act 18 of 2022 wef 31/07/2024] 87. [ Repealed by Act 2 of 2009 ] 87A. [ Repealed by Act 2 of 2009 ]


document_id: sfa-2001
provision_ref: s88
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 88
title: Power of Authority to impose conditions or restrictions
content:
88. —(1) The Authority may grant a capital markets services licence subject to such conditions or restrictions as it thinks fit. [2/2009] (1A) Without limiting subsection (1), where the Authority grants a capital markets services licence to carry on a business of dealing in capital markets products, the Authority may impose conditions or restrictions under subsection (1) restricting the holder of the capital markets services licence to one or more types of capital markets products in respect of which the holder may carry on a business of dealing in capital markets products. [4/2017] (2) The Authority may, at any time, by written notice to a holder of a capital markets services licence, vary or revoke any condition or restriction or impose such further condition or restriction as it thinks fit. [2/2009] [Act 12 of 2024 wef 30/08/2024] (3) Any person who contravenes any condition or restriction in its licence shall be guilty of an offence. [2/2009] 89. [ Repealed by Act 2 of 2009 ]


document_id: sfa-2001
provision_ref: s90
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 90
title: Variation of capital markets services licence
content:
90. —(1) The Authority may, on the application of the holder of a capital markets services licence, vary its licence by adding a regulated activity to those already specified in the licence. [2/2009] (1A) The Authority may require an applicant to supply the Authority with such information or documents as it considers necessary in relation to the application. (2) An application under subsection (1) must be accompanied by a non‑refundable prescribed application fee which must be paid in the manner specified by the Authority. [2/2009] (3) The Authority may — ( a ) approve the application subject to such conditions or restrictions as the Authority thinks fit; or ( b ) refuse the application on any of the grounds set out in section 86(4). [2/2009] (4) The Authority must not refuse an application under subsection (1) without giving the applicant an opportunity to be heard.


document_id: sfa-2001
provision_ref: s91
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 91
title: Deposit to be lodged in respect of capital markets services licence
content:
91. —(1) The Authority may, in granting or varying a capital markets services licence, require the applicant to lodge with the Authority, at the time of its application and in such manner as the Authority may determine, a deposit of such amount as the Authority may prescribe by regulations made under section 100 in respect of that licence and in such form as the Authority may specify. [2/2009; 4/2017] (2) The Authority may prescribe the circumstances and purposes for the use of the deposit.


document_id: sfa-2001
provision_ref: s92
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 92
title:
False statements in relation to application for grant or variation of capital markets services licence

content:
92. Any person who, in connection with an application for the grant or variation of a capital markets services licence — ( a ) without reasonable excuse, makes a statement which is false or misleading in a material particular; or ( b ) without reasonable excuse, omits to state any matter or thing without which the application is misleading in a material respect, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. [2/2009]


document_id: sfa-2001
provision_ref: s93
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 93
title: Notification of change of particulars
content:
93. —(1) Where — ( a ) the holder of a capital markets services licence ceases to carry on business in any of the regulated activities to which the licence relates; or ( b ) a change occurs in any matter records of which are required by section 94 to be kept in relation to the holder, the holder must, not later than 14 days after the occurrence of the event, provide particulars of the event to the Authority in the prescribed form and manner. [2/2009] (2) Any person who, without reasonable excuse, contravenes this section shall be guilty of an offence. [Act 12 of 2024 wef 24/01/2025]


document_id: sfa-2001
provision_ref: s94
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 94
title: Records of holders of capital markets services licence
content:
94. —(1) The Authority must keep in such form as it thinks fit records of holders of a capital markets services licence setting out the following information of each holder: ( a ) its name; ( b ) the address of the principal place of business at which it carries on the business in respect of which the licence is held; ( c ) the regulated activity or activities and the type or types of capital markets products to which its licence relates; ( d ) where the business is carried on under a name or style other than the name of the holder of the licence, the name or style under which the business is carried on; ( e ) such other information as may be prescribed. [2/2009; 4/2017] (2) The Authority may publish the information referred to in subsection (1) or any part of it in such manner as it considers appropriate. [2/2009]


document_id: sfa-2001
provision_ref: s95
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 95
title: Lapsing, revocation and suspension of capital markets services licence
content:
95. —(1) A capital markets services licence lapses — ( a ) if the holder is wound up or otherwise dissolved, whether in Singapore or elsewhere; or ( b ) in the event of such other occurrence or in such other circumstances as may be prescribed. [2/2009] (2) The Authority may revoke a capital markets services licence if — ( a ) there exists a ground on which the Authority may refuse an application under section 86; ( b ) the holder of the capital markets services licence fails or ceases to carry on business in all the regulated activities for which it was licensed; ( ba ) the Authority has reason to believe that the holder has not acted in the best interests of the holder’s subscribers or customers; ( c ) the Authority has reason to believe that the holder, or any of its officers or employees, has not performed its or his or her duties efficiently, honestly or fairly; ( d ) the holder has contravened any condition or restriction applicable in respect of its licence, any written direction issued to it by the Authority under this Act, or any provision in this Act; ( da ) it appears to the Authority that the holder has failed to satisfy any of its obligations under or arising from — (i) this Act; or (ii) any written direction issued by the Authority under this Act; ( e ) the Authority has reason to believe that the holder is carrying on business in any regulated activity for which it was licensed in a manner that is contrary to the interests of the public; ( ea ) upon the Authority exercising any power under section 97E(2) or the Minister exercising any power under Division 2, 4, 5 or 6 of Part 8 of the Financial Services and Markets Act 2022 in relation to the holder, the Authority considers that it is in the public interest to revoke the licence; [Act 18 of 2022 wef 10/05/2024] ( f ) the holder has provided any information or document to the Authority that is false or misleading; ( g ) the holder fails to pay the licence fee referred to in section 85; or ( h ) a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against the holder. [2/2009; 34/2012; 10/2013; 31/2017] [Act 18 of 2022 wef 31/07/2024] (3) The Authority may, if it considers it desirable to do so — ( a ) suspend a capital markets services licence for a specific period instead of revoking it under subsection (2); and ( b ) at any time extend or revoke the suspension. [2/2009] (4) Subject to subsection (5), the Authority must not revoke or suspend a capital markets services licence under subsection (2) or (3) without giving the holder of the licence an opportunity to be heard. [2/2009] (5) The Authority may revoke or suspend a capital markets services licence without giving the holder of the licence an opportunity to be heard, on any of the following grounds: ( a ) the holder is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; ( b ) a receiver, a receiver and manager or an equivalent person has been appointed, whether in Singapore or elsewhere, for or in respect of any property of the holder; ( c ) the holder has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly; ( d ) a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against the holder. [2/2009] [Act 18 of 2022 wef 31/07/2024] (6) Where the Authority has revoked or suspended a capital markets services licence, the holder of that licence must — ( a ) in the case of a revocation of its licence, immediately inform all its representatives by written notice of such revocation, and the representatives who are so informed must cease to act as representatives of that holder; or ( b ) in the case of a suspension of its licence, immediately inform all its representatives by written notice of such suspension, and the representatives who are so informed must cease to act as representatives of that holder during the period of the suspension. [2/2009] (7) Any holder of a capital markets services licence who — ( a ) performs a regulated activity while its licence has lapsed or has been revoked or suspended; or ( b ) contravenes subsection (6), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. [2/2009] (8) A lapsing, revocation or suspension of a capital markets services licence does not operate so as to — ( a ) avoid or affect any agreement, transaction or arrangement relating to the regulated activities entered into by the holder of the licence, whether the agreement, transaction or arrangement was entered into before, on or after the revocation, suspension or lapsing of the licence, as the case may be; or ( b ) affect any right, obligation or liability arising under any such agreement, transaction or arrangement. [2/2009]


document_id: sfa-2001
provision_ref: s96
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 96
title: Approval of chief executive officer and director of holder of capital markets services licence
content:
96. —(1) Subject to subsection (1B), a holder of a capital markets services licence must not — ( a ) appoint a person as its chief executive officer or director; or ( b ) change the nature of the appointment of a person as a director from one that is non‑executive to one that is executive, unless it has obtained the approval of the Authority. [2/2009] (1A) Where a holder of a capital markets services licence has obtained the approval of the Authority to appoint a person as its chief executive officer or director under subsection (1)( a ), the person may be re‑appointed as chief executive officer or director (as the case may be) of the holder immediately upon the expiry of the earlier term without the approval of the Authority. [2/2009] (1B) Subsection (1) does not apply to the appointment of a person as a director of a foreign company, or the change in the nature of the appointment of a person as a director of a foreign company if, at the time of the appointment or change, the person — ( a ) does not reside in Singapore; and ( b ) is not directly responsible for its business in Singapore or any part thereof. [2/2009] (2) Without affecting any other matter that the Authority may consider relevant, the Authority may, in determining whether to grant its approval under subsection (1), have regard to such criteria as may be prescribed or as may be specified in written directions. (3) Subject to subsection (4), the Authority must not refuse an application for approval under subsection (1) without giving the holder of the capital markets services licence an opportunity to be heard. (4) The Authority may refuse an application for approval under subsection (1) on any of the following grounds without giving the holder of a capital markets services licence an opportunity to be heard: ( a ) the person is an undischarged bankrupt, whether in Singapore or elsewhere; ( aa ) a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against the person; [Act 18 of 2022 wef 31/07/2024] ( b ) the person has been convicted, whether in Singapore or elsewhere, of an offence — (i) involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly; and (ii) punishable with imprisonment for a term of 3 months or more. [2/2009] (5) Where the Authority refuses an application for approval under subsection (1), the Authority need not give the person who was proposed to be appointed an opportunity to be heard. (6) Without affecting the Authority’s power to impose conditions or restrictions under section 88, the Authority may, at any time by written notice to the holder of a capital markets services licence, impose on it a condition requiring it to notify the Authority of a change to any specified attribute (such as residence and nature of appointment) of its chief executive officer or director, and vary any such condition. [2/2009] (7) Any person who contravenes any condition imposed under subsection (6) shall be guilty of an offence. [2/2009]


document_id: sfa-2001
provision_ref: s97
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 97
title: Disqualification or removal of director or executive officer
content:
97. —(1) Despite the provisions of any other written law — ( a ) a holder of a capital markets services licence must not, without the prior written consent of the Authority, permit a person to act as its executive officer; and ( b ) a holder of a capital markets services licence which is incorporated in Singapore must not, without the prior written consent of the Authority, permit a person to act as its director, if the person — ( c ) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 18 April 2013, being an offence — (i) involving fraud or dishonesty; (ii) the conviction for which involved a finding that he or she had acted fraudulently or dishonestly; or (iii) that is specified in the Third Schedule to the Registration of Criminals Act 1949; ( d ) is an undischarged bankrupt, whether in Singapore or elsewhere; ( e ) has had an enforcement order against him or her in respect of a judgment debt returned unsatisfied in whole or in part; [Act 25 of 2021 wef 01/04/2022] ( f ) has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his or her creditors, being a compromise or scheme of arrangement that is still in operation; ( g ) has had a related Acts prohibition order, a section 101A prohibition order, a section 123ZZC prohibition order or an FSMA prohibition order made against him or her that remains in force; or [Act 12 of 2024 wef 24/01/2025] ( h ) 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 (without any application by the regulated financial institution for withdrawal, cancellation or revocation) by the Authority or, in the case of a regulated financial institution in a foreign country or jurisdiction, by the regulatory authority in that foreign country or jurisdiction. [10/2013; 4/2017] [Act 12 of 2024 wef 24/01/2025] (1A) Despite the provisions of any other written law, where the Authority is satisfied that a director of a holder of a capital markets services licence which is incorporated in Singapore, or an executive officer of a holder of a capital markets services licence, is not a fit and proper person to be a director or executive officer (as the case may be) of the holder, the Authority may, by notice in writing to the holder, direct it to remove the director or executive officer from his or her office or employment within such period as the Authority may specify in the notice, and the holder must comply with the notice. [Act 12 of 2024 wef 24/01/2025] (2) For the purpose of subsection (1A), the Authority may consider any matter which it considers relevant, including (but not limited to) whether — ( a ) the individual has wilfully contravened or wilfully caused the holder to contravene any provision of this Act; ( b ) the individual has, without reasonable excuse, failed to secure the compliance of the holder with this Act, the Monetary Authority of Singapore Act 1970, or any of the written laws set out in the Schedule to that Act; ( c ) the individual has failed to discharge any of the duties of his or her office or employment; ( d ) the individual’s removal is necessary in the public interest or for the protection of investors; or ( e ) the individual comes within any of the grounds mentioned in subsection (1). [Act 12 of 2024 wef 24/01/2025] (3) The Authority must, in determining whether an individual has failed to discharge the duties of his or her office or employment for the purposes of subsection (2)( c ), have regard to such criteria as may be prescribed. [Act 12 of 2024 wef 24/01/2025] (4) The Authority must not direct a holder of a capital markets services licence to remove an individual from his or her office or employment under subsection (1A) without giving the holder and that individual an opportunity to be heard, except in any of the following circumstances: ( a ) the individual is an undischarged bankrupt, whether in Singapore or elsewhere; ( b ) a section 101A prohibition order or an FSMA prohibition order against the individual has been made that remains in force; ( c ) the individual has been convicted, whether in Singapore or elsewhere, of an offence, committed before, on or after the date of commencement of section 58( d ) of the Financial Institutions (Miscellaneous Amendments) Act 2024 — (i) involving fraud or dishonesty or the conviction for which involved a finding that the individual had acted fraudulently or dishonestly; and (ii) punishable with imprisonment for a term of 3 months or more. [Act 12 of 2024 wef 24/01/2025] (5) A holder of a capital markets services licence must, as soon as practicable after receiving a direction under subsection (1A), notify the affected director or executive officer of the direction. [Act 12 of 2024 wef 24/01/2025] (5A) A holder of a capital markets services licence who receives a direction under subsection (1A), or any director or executive officer of a holder of a capital markets services licence in relation to whom a direction under subsection (1A) is given, may, within 30 days after the holder receives the direction, appeal to the Minister whose decision is final. [Act 12 of 2024 wef 24/01/2025] (5B) Despite the lodging of an appeal under subsection (5A), any direction under subsection (1A) continues to have effect pending the Minister’s decision. [Act 12 of 2024 wef 24/01/2025] (5C) The Minister may, when deciding an appeal under subsection (5A), modify the direction under subsection (1A), and such modified action has effect starting on the date of the Minister’s decision. [Act 12 of 2024 wef 24/01/2025] (6) No criminal or civil liability is incurred by — ( a ) a holder of a capital markets services licence; or ( b ) any person acting on behalf of the holder of a capital markets services licence, in respect of anything done or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of its obligations under this section. [10/2013] [Act 12 of 2024 wef 24/01/2025] (6A) A holder of a capital markets services licence who, without reasonable excuse, contravenes subsection (1) or fails to comply with a notice issued under subsection (1A) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. [Act 12 of 2024 wef 24/01/2025] (7) [ Deleted by Act 12 of 2024 wef 24/01/2025 ] [Act 12 of 2024 wef 24/01/2025]


document_id: sfa-2001
provision_ref: s97A
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 97A
title: Control of take‑over of holder of capital markets services licence
content:
97A. —(1) This section applies to all individuals whether resident in Singapore or not and whether citizens of Singapore or not, and to all bodies corporate or unincorporate, whether incorporated or carrying on business in Singapore or not. [2/2009] (2) A person must not obtain effective control of the holder of a capital markets services licence that is a company, unless the person has obtained the prior approval of the Authority. [Act 12 of 2024 wef 24/01/2025] (3) An application for the Authority’s approval under subsection (2) must be made in writing, and the Authority may approve the application if the Authority is satisfied that — ( a ) the applicant is a fit and proper person to have effective control of the holder of the capital markets services licence; ( b ) having regard to the applicant’s likely influence, the holder of a capital markets services licence is likely to continue to conduct its business prudently and comply with the provisions of this Act and directions made thereunder; and ( c ) the applicant satisfies such other criteria as may be prescribed. [2/2009] [Act 12 of 2024 wef 24/01/2025] (4) Any approval under subsection (3) may be granted to the applicant subject to such conditions as the Authority may determine, including any condition — ( a ) restricting the applicant’s disposal or further acquisition of shares or voting power in the holder of a capital markets services licence; or ( b ) restricting the applicant’s exercise of voting power in the holder of a capital markets services licence, and the applicant must comply with such conditions. [2/2009] (4A) The Authority may at any time add to or vary any condition imposed under subsection (4) and the applicant must comply with the condition so added to or varied. [Act 12 of 2024 wef 24/01/2025] (4B) The Authority may at any time revoke any condition imposed under subsection (4) (including a condition that has been added to or varied under subsection (4A)). [Act 12 of 2024 wef 24/01/2025] (5) Any condition imposed under subsection (4) (including a condition that has been added to or varied under subsection (4A)) has effect despite any provision of the Companies Act 1967 or anything contained in the constitution of the holder of a capital markets services licence. [2/2009; 4/2017] [Act 12 of 2024 wef 24/01/2025] (6) For the purposes of this section and section 97B — ( a ) a person has effective control of the holder of a capital markets services licence — (i) if the person, alone or acting together with any connected person, holds, directly or indirectly, 20% or more of the issued share capital of the holder; (ii) if the person, alone or acting together with any connected person, controls, directly or indirectly, 20% or more of the voting power in the holder; (iii) if the holder or its directors are accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of the person (whether conveyed by the person alone or together with any other person, and whether with or without holding shares or controlling voting power in the holder); or (iv) if the person (whether alone or acting together with any other person, and whether with or without holding shares or controlling voting power in the holder) is able to determine the policy of the holder; and [Act 12 of 2024 wef 24/01/2025] ( b ) [ Deleted by Act 12 of 2024 wef 24/01/2025 ] ( c ) a reference to the voting power in the holder of a capital markets services licence is a reference to the total number of votes that may be cast in a general meeting of the holder. [2/2009] (7) Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both. [2/2009] (8) Any person who fails to comply with a condition imposed under subsection (4) (including a condition added to or varied under subsection (4A)) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. [Act 12 of 2024 wef 24/01/2025]


document_id: sfa-2001
provision_ref: s97B
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 97B
title: Objection to control of holder of capital markets services licence
content:
97B. —(1) The Authority may serve a written notice of objection on — ( a ) any person required to obtain the Authority’s approval or who has obtained the approval under section 97A; or ( b ) any person who has effective control of the holder of a capital markets services licence, if the Authority is satisfied that — ( c ) any condition of approval imposed on the person under section 97A(4) (including a condition that has been added to or varied under section 97A(4A)) has not been complied with; [Act 12 of 2024 wef 24/01/2025] ( d ) the person is not or ceases to be a fit and proper person to have effective control of the holder of the capital markets services licence; ( e ) having regard to the likely influence of the person, the holder of a capital markets services licence is not able to or is no longer likely to conduct its business prudently or to comply with the provisions of this Act or any direction made thereunder; ( f ) the person does not or ceases to satisfy such criteria as may be prescribed; ( g ) the person has provided false or misleading information or documents in connection with an application under section 97A; or ( h ) the Authority would not have granted its approval under section 97A had it been aware, at that time, of circumstances relevant to the person’s application for such approval. [2/2009] (2) The Authority must not serve a notice of objection on any person without giving the person an opportunity to be heard, except in the following circumstances: ( a ) the person is in the course of being wound up or otherwise dissolved or, in the case of an individual, is an undischarged bankrupt whether in Singapore or elsewhere; ( b ) a receiver, a receiver and manager, a judicial manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the person; ( c ) a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against the person; [Act 12 of 2024 wef 24/01/2025] ( d ) the person has been convicted, whether in Singapore or elsewhere, of any offence involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly. [2/2009] (3) The Authority must, in any written notice of objection, specify a reasonable period within which the person to be served the written notice of objection must — ( a ) take such steps as are necessary to ensure that the person ceases to have effective control of the holder of a capital markets services licence; or [Act 12 of 2024 wef 24/01/2025] ( b ) comply with such other requirements as the Authority may specify in the written notice of objection. [2/2009] (4) Any person served with a notice of objection under this section must comply with the notice. [2/2009] (5) Any person who contravenes subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both. [2/2009]


document_id: sfa-2001
provision_ref: s97C
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 97C
title: Information of insolvency, etc.
content:
97C. —(1) Any holder of a capital markets services licence which is or is likely to become insolvent, which is or is likely to become unable to meet its obligations, or which has suspended or is about to suspend payments, must immediately inform the Authority of that fact. [10/2013] (2) Any holder of a capital markets services licence which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. [10/2013]


document_id: sfa-2001
provision_ref: s97D
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 97D
title: Interpretation of sections 97D to 97I
content:
97D. In this section and sections 97E to 97I, unless the context otherwise requires — “business” includes affairs and property; “office holder”, in relation to a holder of a capital markets services licence, means any person acting as the liquidator, the provisional liquidator, the receiver or the receiver and manager of the holder, or acting in an equivalent capacity in relation to the holder; “relevant business” means any business of a holder of a capital markets services licence — ( a ) which the Authority has assumed control of under section 97E; or ( b ) in relation to which a statutory adviser or a statutory manager has been appointed under section 97E; “statutory adviser” means a statutory adviser appointed under section 97E; “statutory manager” means a statutory manager appointed under section 97E. [10/2013]


document_id: sfa-2001
provision_ref: s97E
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 97E
title: Action by Authority if holder of capital markets services licence unable to meet obligations, etc.
content:
97E. —(1) The Authority may exercise any one or more of the powers specified in subsection (2) as appears to it to be necessary, where — ( a ) a holder of a capital markets services licence 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 holder of a capital markets services licence becomes unable to meet its obligations, or is insolvent, or suspends payments; ( c ) the Authority is of the opinion that a holder of a capital markets services licence — (i) is carrying on its business in a manner likely to be detrimental to the interests of the public or a section of the public or the protection of investors; (ii) is or is likely to become insolvent, or is or is likely to become unable to meet its obligations, or is about to suspend payments; (iii) has contravened any of the provisions of this Act; or (iv) has failed to comply with any condition or restriction in its licence (being a condition or restriction imposed under section 88(1) or (2)); or ( d ) the Authority considers it in the public interest to do so. [10/2013] (2) Subject to subsections (1) and (3), the Authority may — ( a ) require the holder of a capital markets services licence immediately to take any action or to do or not to do any act or thing whatsoever in relation to its business as the Authority may consider necessary; ( b ) appoint one or more persons as statutory adviser, on such terms and conditions as the Authority may specify, to advise the holder of a capital markets services licence on the proper management of such of the business of the holder as the Authority may determine; or ( c ) assume control of and manage such of the business of the holder of a capital markets services licence as the Authority may determine, or appoint one or more persons as statutory manager to do so on such terms and conditions as the Authority may specify. [10/2013] (3) In the case of a holder of a capital markets services licence incorporated outside Singapore, any appointment of a statutory adviser or statutory manager or any assumption of control by the Authority of any business of the holder under subsection (2) is only in relation to — ( a ) the business or affairs of the holder carried on in, or managed in or from, Singapore; or ( b ) the property of the holder located in Singapore, or reflected in the books of the holder in Singapore (as the case may be) in relation to its operations in Singapore. [10/2013] (4) Where the Authority appoints 2 or more persons as the statutory manager of a holder of a capital markets services licence, the Authority must 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 ) must be discharged or exercised by such persons jointly; and ( c ) must be discharged or exercised by a specified person or such persons. [10/2013] (5) Where the Authority has exercised any power under subsection (2), it may, at any time and without affecting its power under section 95(2)( ea ), 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. [10/2013] (6) No liability shall be incurred by a statutory manager or 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 — ( a ) the exercise or purported exercise of any power under this Act; ( b ) the performance or purported performance of any function or duty under this Act; or ( c ) the compliance or purported compliance with this Act. [10/2013] (7) Any holder of a capital markets services licence that fails to comply with a requirement imposed by the Authority under subsection (2)( a ) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. [10/2013]


document_id: sfa-2001
provision_ref: s97F
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 97F
title: Effect of assumption of control under section 97E
content:
97F. —(1) Upon assuming control of the relevant business of a holder of a capital markets services licence, the Authority or statutory manager (as the case may be) must take custody or control of the relevant business. [10/2013] (2) During the period when the Authority or statutory manager is in control of the relevant business of a holder of a capital markets services licence, the Authority or statutory manager — ( a ) must manage the relevant business of the holder in the name of and on behalf of the holder; and ( b ) is deemed to be an agent of the holder. [10/2013] (3) In managing the relevant business of a holder of a capital markets services licence, the Authority or statutory manager — ( a ) must consider the interests of the public or the section of the public referred to in section 97E(1)( c )(i), and the need to protect investors; and ( b ) has all the duties, powers and functions of the members of the board of directors of the holder (collectively and individually) under this Act, the Companies Act 1967 and the constitution of the holder, including powers of delegation, in relation to the relevant business of the holder; but nothing in this paragraph requires the Authority or statutory manager to call any meeting of the holder under the Companies Act 1967 or the constitution of the holder. [10/2013] (4) Despite any written law or rule of law, upon the assumption of control of the relevant business of a holder of a capital markets services licence by the Authority or statutory manager, any appointment of a person as the chief executive officer or a director of the holder, which was in force immediately before the assumption of control, is deemed to be revoked, unless the Authority gives its approval, by written notice to the person and the holder, for the person to remain in the appointment. [10/2013] (5) Despite any written law or rule of law, during the period when the Authority or statutory manager is in control of the relevant business of a holder of a capital markets services licence, except with the approval of the Authority, no person may be appointed as the chief executive officer or a director of the holder. [10/2013] (6) Where the Authority has given its approval under subsection (4) or (5) to a person to remain in the appointment of, or to be appointed as, the chief executive officer or a director of a holder of a capital markets services licence, the Authority may at any time, by written notice to the person and the holder, revoke that approval, and the appointment is deemed to be revoked on the date specified in the notice. [10/2013] (7) Despite any written law or rule of law, if any person, whose appointment as the chief executive officer or a director of a holder of a capital markets services licence is revoked under subsection (4) or (6), acts or purports to act after the revocation as the chief executive officer or a director of the holder during the period when the Authority or statutory manager is in control of the relevant business of the holder — ( a ) the act or purported act of the person is invalid and of no effect; and ( b ) the person shall be guilty of an offence. [10/2013] (8) Despite any written law or rule of law, if any person who is appointed as the chief executive officer or a director of a holder of a capital markets services licence in contravention of subsection (5) acts or purports to act as the chief executive officer or a director of the holder during the period when the Authority or statutory manager is in control of the relevant business of the holder — ( a ) the act or purported act of the person is invalid and of no effect; and ( b ) the person shall be guilty of an offence. [10/2013] (9) During the period when the Authority or statutory manager is in control of the relevant business of a holder of a capital markets services licence — ( a ) 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 officer, director, member, executive officer, employee, agent or office holder, or the board of directors, of the holder, the direction or decision referred to in sub‑paragraph (i), to the extent of the conflict or inconsistency, prevails over the direction or decision referred to in sub‑paragraph (ii); and ( b ) no person may exercise any voting or other right attached to any share in the holder 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 is invalid and of no effect. [10/2013] (10) Any person who is guilty of an offence under subsection (7) or (8) shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. [10/2013]


document_id: sfa-2001
provision_ref: s97G
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 97G
title: Duration of control
content:
97G. —(1) The Authority must cease to be in control of the relevant business of a holder of a capital markets services licence when the Authority is satisfied that — ( a ) the reasons for the Authority’s assumption of control of the relevant business have ceased to exist; or ( b ) it is no longer necessary in the interests of the public or the section of the public referred to in section 97E(1)( c )(i) or for the protection of investors. [10/2013] (2) A statutory manager is deemed to have assumed control of the relevant business of a holder of a capital markets services licence on the date of the statutory manager’s appointment as a statutory manager. [10/2013] (3) The appointment of a statutory manager in relation to the relevant business of a holder of a capital markets services licence may be revoked by the Authority at any time — ( a ) if the Authority is satisfied that — (i) the reasons for the appointment have ceased to exist; or (ii) it is no longer necessary in the interests of the public or the section of the public referred to in section 97E(1)( c )(i) or for the protection of investors; or ( b ) on any other ground, and upon such revocation, the statutory manager ceases to be in control of the relevant business of the holder. [10/2013] (4) The Authority must, as soon as practicable, publish in the Gazette the date, and such other particulars as the Authority thinks fit, of — ( a ) the Authority’s assumption of control of the relevant business of a holder of a capital markets services licence; ( b ) the cessation of the Authority’s control of the relevant business of a holder of a capital markets services licence; ( c ) the appointment of a statutory manager in relation to the relevant business of a holder of a capital markets services licence; and ( d ) the revocation of a statutory manager’s appointment in relation to the relevant business of a holder of a capital markets services licence. [10/2013]


document_id: sfa-2001
provision_ref: s97H
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 97H
title: Responsibilities of officers, member, etc., of holder of capital markets services licence
content:
97H. —(1) During the period when the Authority or statutory manager is in control of the relevant business of a holder of a capital markets services licence — ( a ) the General Division of the High Court may, on an application by the Authority or statutory manager, direct any person who has ceased to be or who is still any chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the holder to pay, deliver, convey, surrender or transfer to the Authority or statutory manager, within such period as the General Division of the High Court may specify, any property or book of the holder which is comprised in, forms part of or relates to the relevant business of the holder, and which is in the person’s possession or control; and ( b ) any person who has ceased to be or who is still any chief executive officer, director, member, executive officer, employee, agent, banker, auditor or office holder of, or trustee for, the holder must give to the Authority or statutory manager such information as the Authority or statutory manager may require for the discharge of the Authority’s or statutory manager’s duties or functions, or the exercise of the Authority’s or statutory manager’s powers, in relation to the holder, within such time and in such manner as the Authority or statutory manager may specify. [10/2013; 40/2019] (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 provides 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 $50,000 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 $5,000 for every day or part of a day during which the offence continues after conviction. [10/2013]


document_id: sfa-2001
provision_ref: s97I
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 97I
title: Remuneration and expenses of Authority and others in certain cases
content:
97I. —(1) The Authority may at any time fix the remuneration and expenses to be paid by a holder of a capital markets services licence — ( a ) to a statutory manager or statutory adviser appointed in relation to the holder, whether or not the appointment has been revoked; and ( b ) where the Authority has assumed control of the relevant business of the holder, to the Authority and any person appointed by the Authority under section 320 in relation to the Authority’s assumption of control of the relevant business, whether or not the Authority has ceased to be in control of the relevant business. [10/2013] (2) The holder of a capital markets services licence must reimburse the Authority any remuneration and expenses payable by the holder to a statutory manager or statutory adviser. [10/2013]


document_id: sfa-2001
provision_ref: s98
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 98
title: Appeals
content:
98. —(1) Subject to subsection (2), any person who is aggrieved by — ( a ) the refusal of the Authority to grant or vary a capital markets services licence; ( b ) the revocation or suspension of a capital markets services licence by the Authority; or [Act 12 of 2024 wef 24/01/2025] ( c ) [ Deleted by Act 2 of 2009 ] ( d ) the refusal of the Authority to grant an approval to a holder of a capital markets services licence to appoint a person as its chief executive officer or director, [Act 12 of 2024 wef 24/01/2025] ( e ) [ Deleted by Act 12 of 2024 wef 24/01/2025 ] may within 30 days after it is notified of the decision of the Authority, appeal to the Minister whose decision is final. [2/2009] (2) An appeal under subsection (1)( d ) may only be made by the holder of a capital markets services licence. [Act 12 of 2024 wef 24/01/2025]


document_id: sfa-2001
provision_ref: s99
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 99
title: Exemptions from requirement to hold capital markets services licence
content:
99. —(1) The following persons are exempted in respect of the following regulated activities from the requirement to hold a capital markets services licence to carry on business in such regulated activities: ( a ) any bank licensed under the Banking Act 1970 in respect of any regulated activity; ( b ) any merchant bank licensed under the Banking Act 1970 in respect of any regulated activity; ( c ) any finance company licensed under the Finance Companies Act 1967 in respect of any regulated activity that is not prohibited by that Act or for which an exemption from section 25(2) of that Act has been granted; ( d ) any company or co‑operative society licensed under the Insurance Act 1966 in respect of fund management for the purpose of carrying out insurance business; ( e ) [ Deleted by Act 1 of 2005 ] ( f ) any approved exchange, recognised market operator or approved holding company in respect of any regulated activity that is solely incidental to its operation of an organised market or to its performance as an approved holding company, as the case may be; ( g ) any approved clearing house or recognised clearing house in respect of any regulated activity that is solely incidental to its operation of a clearing facility; ( h ) such other person or class of persons in respect of any regulated activity as may be exempted by the Authority. [34/2012; 11/2013; 4/2017; 1/2020] (2) [ Deleted by Act 1 of 2005 ] (3) [ Deleted by Act 1 of 2005 ] (4) The Authority may by regulations or by written notice impose such conditions or restrictions on an exempt person or its representative in relation to the conduct of the regulated activity or any related matter as the Authority thinks fit and the exempt person or its representative (as the case may be) must comply with such conditions or restrictions. (4A) The Authority may by regulations or by written notice vary or revoke any condition or restriction imposed under subsection (4). [Act 12 of 2024 wef 30/08/2024] (5) Any exempt person or representative of an exempt person, who contravenes any condition or restriction imposed under subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. (6) The Authority may withdraw an exemption granted to any person under this section — ( a ) if it contravenes any provision of this Act which is applicable to it or any condition or restriction imposed on it under subsection (4); ( aa ) if it fails to pay the annual fee referred to in section 99A; ( b ) if it contravenes any direction issued to it under section 101(1); or ( c ) if the Authority considers that it is carrying on business in a manner that is, in the opinion of the Authority, contrary to the public interest. [2/2009] (7) Where the Authority withdraws an exemption granted to any person under this section, the Authority need not give the person an opportunity to be heard. (8) A withdrawal under subsection (6) of an exemption granted to any person does not operate so as to — ( a ) avoid or affect any agreement, transaction or arrangement relating to the regulated activities entered into by the person, whether the agreement, transaction or arrangement was entered into before or after, the withdrawal of the exemption; or ( b ) affect any right, obligation or liability arising under any such agreement, transaction or arrangement. (9) A person that is aggrieved by a decision of the Authority made under subsection (6) may, within 30 days after it is notified of the decision of the Authority, appeal to the Minister whose decision is final.


document_id: sfa-2001
provision_ref: s99A
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 99A
title: Annual fees payable by exempt person and certain representatives
content:
99A. —(1) Every exempt person and every representative of a person exempted under section 99(1)( f ), ( g ) or ( h ) must pay to the Authority such annual fee in respect of each regulated activity as may be prescribed and in such manner and on such date as may be specified by the Authority. [2/2009] (2) Any annual fee paid by an exempt person or a representative of a person exempted under section 99(1)( f ), ( g ) or ( h ) to the Authority in respect of any regulated activity must not be refunded or remitted if — ( a ) in the case of the exempt person — (i) its exemption is withdrawn; (ii) it fails or ceases to carry on business in that regulated activity; or (iii) a section 101A prohibition order or an FSMA prohibition order has been made against it, during the period to which the annual fee relates; and [Act 18 of 2022 wef 31/07/2024] ( b ) in the case of a representative of a person exempted under section 99(1)( f ), ( g ) or ( h ) — (i) the exemption of the exempt person is withdrawn; (i a ) a section 101A prohibition order or an FSMA prohibition order has been made against the representative; or [Act 18 of 2022 wef 31/07/2024] (ii) the representative fails or ceases to act as a representative in respect of that regulated activity, during the period to which the annual fee relates. [2/2009] (3) Subject to subsection (2), the Authority may, where it considers appropriate, refund or remit the whole or part of any annual fee paid or payable to it. (4) Where an exempt person or a representative of a person exempted under section 99(1)( f ), ( g ) or ( h ) fails to pay the fee by the date on which such fee is due, the Authority may impose a late payment fee of a prescribed amount for every day or part of a day that the payment is late and both fees are recoverable by the Authority as a judgment debt. [2/2009] Division 1A &#x2014; Voluntary Transfer of Business of
Holder of Capital Markets Services Licence


document_id: sfa-2001
provision_ref: s99AA
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 99AA
title: Interpretation of this Division
content:
99AA. In this Division, unless the context otherwise requires — “business” includes affairs, property, right, obligation and liability; “Court” means the General Division of the High Court; “debenture” has the meaning given by section 4(1) of the Companies Act 1967; “property” includes property, right and power of every description; “Registrar of Companies” means the Registrar of Companies appointed under the Companies Act 1967 and includes any Deputy or Assistant Registrar of Companies appointed under that Act; “transferee” means a holder of a capital markets services licence, or a corporation which has applied or will be applying for approval or recognition to carry on in Singapore the usual business of a holder of a capital markets services licence, to which the whole or any part of a transferor’s business is, is to be or is proposed to be transferred under this Division; “transferor” means a holder of a capital markets services licence the whole or any part of the business of which is, is to be, or is proposed to be transferred under this Division. [10/2013; 40/2019]


document_id: sfa-2001
provision_ref: s99AB
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 99AB
title: Voluntary transfer of business
content:
99AB. —(1) A transferor may transfer the whole or any part of its business (including any business that is not the usual business of a holder of a capital markets services licence) to a transferee, if — ( a ) the Authority has consented to the transfer; ( b ) the transfer involves the whole or any part of the business of the transferor that is the usual business of a holder of a capital markets services licence; and ( c ) the Court has approved the transfer. [10/2013] (2) Subsection (1) does not affect the right of a holder of a capital markets services licence to transfer the whole or any part of its business under any law. [10/2013] (3) The Authority may consent to a transfer under subsection (1)( a ) if the Authority is satisfied that — ( a ) the transferee is a fit and proper person; and ( b ) the transferee will conduct the business of the transferor prudently and comply with the provisions of this Act. [10/2013] (4) The Authority may at any time appoint one or more persons to perform an independent assessment of, and provide a report on, the proposed transfer of a transferor’s business (or any part thereof) under this Division. [10/2013] (5) The remuneration and expenses of any person appointed under subsection (4) must be paid by the transferor and the transferee jointly and severally. [10/2013] (6) The Authority must serve a copy of any report provided under subsection (4) on the transferor and the transferee. [10/2013] (7) The Authority may require a person to provide, within the period and in the manner specified by the Authority, any information or document that the Authority may reasonably require for the discharge of its duties or functions, or the exercise of its powers, under this Division. [10/2013] (8) Any person who — ( a ) without reasonable excuse, fails to comply with any requirement under subsection (7); or ( b ) in purported compliance with any requirement under subsection (7), 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 $150,000 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 $15,000 for every day or part of a day during which the offence continues after conviction. [10/2013] (9) Where a person claims, before providing the Authority with any information or document that the person is required to provide under subsection (7), that the information or document might tend to incriminate the person, the information or document is not admissible in evidence against the person in criminal proceedings other than proceedings under subsection (8). [10/2013]


document_id: sfa-2001
provision_ref: s99AC
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 99AC
title: Approval of transfer
content:
99AC. —(1) A transferor must apply to the Court for its approval of the transfer of the whole or any part of the business of the transferor to the transferee under this Division. [10/2013] (2) Before making an application under subsection (1) — ( a ) the transferor must lodge with the Authority a report setting out such details of the transfer and provide such supporting documents as the Authority may specify; ( b ) the transferor must obtain the consent of the Authority under section 99AB(1)( a ); ( c ) the transferor and the transferee must, if they intend to serve on their respective customers a summary of the transfer, obtain the Authority’s approval of the summary; ( d ) the transferor must, at least 15 days before the application is made but not earlier than one month after the report referred to in paragraph ( a ) is lodged with the Authority, publish in the Gazette and in such newspaper or newspapers as the Authority may determine a notice of the transferor’s intention to make the application and containing such other particulars as may be prescribed; ( e ) the transferor and the transferee must keep at their respective offices in Singapore, for inspection by any person who may be affected by the transfer, a copy of the report referred to in paragraph ( a ) for a period of 15 days after the publication of the notice referred to in paragraph ( d ) in the Gazette ; and ( f ) unless the Court directs otherwise, the transferor and the transferee must serve on their respective customers affected by the transfer, at least 15 days before the application is made, a copy of the report referred to in paragraph ( a ) or a summary of the transfer approved by the Authority under paragraph ( c ). [10/2013] (3) The Authority and any person who, in the opinion of the Court, is likely to be affected by the transfer — ( a ) have the right to appear before and be heard by the Court in any proceedings relating to the transfer; and ( b ) may make any application to the Court in relation to the transfer. [10/2013] (4) The Court is not to approve the transfer if the Authority has not consented under section 99AB(1)( a ) to the transfer. [10/2013] (5) The Court may, after taking into consideration the views (if any) of the Authority on the transfer — ( a ) approve the transfer without modification or subject to any modification agreed to by the transferor and the transferee; or ( b ) refuse to approve the transfer. [10/2013] (6) If the transferee is not granted a capital markets services licence by the Authority, the Court may approve the transfer on terms that the transfer takes effect only in the event of the transferee being granted a capital markets services licence by the Authority. [10/2013] (7) The Court may by the order approving the transfer or by any subsequent order provide for all or any of the following matters: ( a ) the transfer to the transferee of the whole or any part of the business of the transferor; ( b ) the allotment or appropriation by the transferee of any share, debenture, policy or other interest in the transferee which under the transfer is to be allotted or appropriated by the transferee to or for any person; ( c ) the continuation by (or against) the transferee of any legal proceedings pending by (or against) the transferor; ( d ) the dissolution, without winding up, of the transferor; ( e ) the provisions to be made for persons who are affected by the transfer; ( f ) such incidental, consequential and supplementary matters as are, in the opinion of the Court, necessary to secure that the transfer is fully effective. [10/2013] (8) Any order under subsection (7) may — ( a ) provide for the transfer of any business, whether or not the transferor otherwise has the capacity to effect the transfer in question; ( b ) make provision in relation to any property which is held by the transferor as trustee; and ( c ) make provision as to any future or contingent right or liability of the transferor, including provision as to the construction of any instrument under which any such right or liability may arise. [10/2013] (9) Subject to subsection (10), where an order made under subsection (7) provides for the transfer to the transferee of the whole or any part of the transferor’s business, then by virtue of the order the business (or part thereof) of the transferor specified in the order is transferred to and vests in the transferee, free in the case of any particular property (if the order so directs) from any charge which by virtue of the transfer is to cease to have effect. [10/2013] (10) No order under subsection (7) has any effect or operation in transferring or otherwise vesting land in Singapore until the appropriate entries are made with respect to the transfer or vesting of that land by the appropriate authority. [10/2013] (11) If any business specified in an order under subsection (7) is governed by the law of any foreign country or territory, the Court may order the transferor to take all necessary steps for securing that the transfer of the business to the transferee is fully effective under the law of that country or territory. [10/2013] (12) Where an order is made under this section, the transferor and the transferee must each lodge within 7 days after the order is made — ( a ) a copy of the order with the Registrar of Companies and with the Authority; and ( b ) where the order relates to land in Singapore, an office copy of the order with the appropriate authority concerned with the registration or recording of dealings in that land. [10/2013] (13) A transferor or transferee which contravenes subsection (12), and every officer of the transferor or transferee (as the case may be) who fails to take all reasonable steps to secure compliance by the transferor or transferee (as the case may be) with that subsection, shall each be guilty of an offence and shall each be liable on conviction to a fine not exceeding $2,000 and, in the case of a continuing offence, to a further fine not exceeding $200 for every day or part of a day during which the offence continues after conviction. [10/2013] Division 2 &#x2014; Representatives


document_id: sfa-2001
provision_ref: s99B
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 99B
title: Acting as representative
content:
99B. —(1) No person may act as a representative in respect of any type of regulated activity or hold himself or herself out as doing so, unless the person is — ( a ) an appointed representative in respect of that type of regulated activity; ( b ) a provisional representative in respect of that type of regulated activity; ( c ) a temporary representative in respect of that type of regulated activity; or ( d ) a representative of an exempt person under section 99(1)( f ), ( g ) or ( h ), in so far as — (i) the type and scope of the regulated activity carried out by the firstmentioned person are within the type and scope of, or are the same as, that carried out by the exempt person (in the exempt person’s capacity as such); and (ii) the manner in which the firstmentioned person carries out that type of regulated activity is the same as the manner in which the exempt person (in the exempt person’s capacity as such) carries out that type of regulated activity. [2/2009] (2) The Authority may exempt any person or class of persons from subsection (1), subject to such conditions or restrictions as the Authority may impose. [2/2009] (3) A principal must not permit any individual to carry on business in any type of regulated activity on its behalf unless — ( a ) the individual is an appointed representative, provisional representative or temporary representative in respect of that type of regulated activity; or ( b ) the principal is an exempt person under section 99(1)( f ), ( g ) or ( h ) and — (i) the type and scope of the regulated activity carried out by the individual are within the type and scope of, or are the same as, that carried out by the exempt person (in the exempt person’s capacity as such); and (ii) the manner in which the individual carries out that type of regulated activity is the same as the manner in which the exempt person (in the exempt person’s capacity as such) carries out that type of regulated activity. [2/2009] (4) Any person who contravenes subsection (1) 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 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [2/2009] (5) Any person who contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. [2/2009]


document_id: sfa-2001
provision_ref: s99C
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 99C
title: Records and public register of representatives
content:
99C. —(1) The Authority must keep in such form as it thinks fit records of the following information of each appointed representative, provisional representative and temporary representative: ( a ) his or her name; ( b ) the name of his or her current principal and every past principal, if any; ( c ) the current and past types of regulated activities performed by him or her, the types of capital markets products in respect of which he or she performed each regulated activity and the date of commencement and cessation (if any) of his or her performance of such activities; ( d ) where the business of the principal for which he or she acts is carried on under a name or style other than the name of the principal, the name or style under which the business is carried on; ( e ) disciplinary proceedings or other action taken by the Authority against him or her and published under section 322; ( f ) such other information as may be prescribed. [2/2009; 4/2017] (2) The information referred to in subsection (1) need only be kept for such period of time as the Authority considers appropriate. [2/2009] (3) The Authority may reproduce the records referred to in subsection (1) or any part of them in a public register of representatives which must be published in such manner as it considers appropriate. [2/2009]


document_id: sfa-2001
provision_ref: s99D
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 99D
title: Appointed representative
content:
99D. —(1) For the purposes of this Act, an appointed representative in respect of a type of regulated activity is an individual — ( a ) who satisfies such entry and examination requirements as the Authority may specify for that type of regulated activity, the fact of which has been notified to the Authority either in the document lodged under section 99H(1), or (if applicable) under section 99E(5) within the time prescribed under that provision; ( b ) whose name is entered in the public register of representatives as an appointed representative; ( c ) whose status as an appointed representative has not currently been revoked or suspended and who has not currently been prohibited by the Authority from carrying on business in that type of regulated activity; ( d ) whose entry in the public register of representatives indicates that he or she is appointed to carry on business in that type of regulated activity and does not indicate that he or she has ceased to be so; and ( e ) whose principal — (i) is licensed to carry on business in that type of regulated activity; or (ii) carries on business in that type of regulated activity in its capacity as a person exempted from the requirement to hold a capital markets services licence under section 99(1)( a ), ( b ), ( c ) or ( d ). [2/2009] (2) For the purpose of subsection (1)( a ), the Authority must, by direction published in such manner as may be prescribed, specify the examination requirements for each type of regulated activity. [2/2009] (3) The Authority may require the principal or individual to provide it with such information or documents as the Authority considers necessary in relation to the proposed appointment of the individual as an appointed representative, and the principal or individual (as the case may be) must comply with such a request. [2/2009] (4) An individual ceases to be an appointed representative in respect of any type of regulated activity on the date — ( a ) he or she ceases to be the principal’s representative or to carry out that type of regulated activity for that principal, the fact of which has been notified to the Authority under subsection (8); ( b ) his or her principal ceases to carry on business in that type of regulated activity; ( c ) the licence of his or her principal is revoked or lapses, or a section 101A prohibition order or an FSMA prohibition order is made against his or her principal prohibiting it from carrying out that type of regulated activity; [Act 18 of 2022 wef 31/07/2024] ( d ) the individual dies; or ( e ) of the occurrence of such other circumstances as the Authority may prescribe. [2/2009] (5) An individual is not treated as an appointed representative during the period in which the licence of his or her principal is suspended. [2/2009] (6) Nothing in subsection (4) or (5) prevents the individual from being treated as an appointed representative in respect of that type of regulated activity if he or she becomes a representative of a new principal in respect of that type of regulated activity and subsection (1) is complied with. [2/2009] (7) Subsections (4) and (5) do not operate so as to — ( a ) avoid or affect any agreement, transaction or arrangement relating to that type of regulated activity entered into by that individual, whether the agreement, transaction or arrangement was entered into before, on or after the cessation or date of suspension; or ( b ) affect any right, obligation or liability arising under any such agreement, transaction or arrangement. [2/2009] (8) A principal must, no later than the next business day after the day — ( a ) an individual ceases to be the principal’s representative; or ( b ) an individual who is the principal’s representative ceases to carry on business in any type of regulated activity which the individual is appointed to carry on business in, provide particulars of such cessation to the Authority, in the prescribed form and manner. [2/2009]


document_id: sfa-2001
provision_ref: s99E
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 99E
title: Provisional representative
content:
99E. —(1) For the purposes of this Act, a provisional representative in respect of a type of regulated activity is an individual — ( a ) who satisfies such entry requirements as the Authority may specify for that type of regulated activity; ( b ) who intends to undergo an examination in order to satisfy the examination requirements specified by the Authority under section 99D(2) for that type of regulated activity, the fact of which has been notified to the Authority in the document lodged under section 99H(1); ( c ) whose name is entered in the public register of representatives as a provisional representative; ( d ) whose status as a provisional representative has not currently been revoked or suspended and who has not currently been prohibited by the Authority from carrying on business in that type of regulated activity; ( e ) whose entry in the public register of representatives indicates that he or she is appointed to carry on business in that type of regulated activity and does not indicate that he or she has ceased to be so; ( f ) whose principal — (i) is licensed to carry on business in that type of regulated activity; or (ii) carries on business in that type of regulated activity in its capacity as a person exempted from the requirement to hold a capital markets services licence under section 99(1)( a ), ( b ), ( c ) or ( d ); ( g ) who has not previously been appointed as a provisional representative by the Authority; and ( h ) who is not, by virtue of any circumstances prescribed by the Authority, disqualified from acting as a provisional representative. [2/2009] (2) An individual may only be a provisional representative in respect of any type of regulated activity for such period of time as the Authority may specify against his or her name in the public register of representatives. [2/2009] (3) A provisional representative in respect of any type of regulated activity immediately ceases to be one — ( a ) upon the expiry of the period of time specified by the Authority under subsection (2); ( b ) if he or she fails to comply with any condition or restriction imposed on him or her under section 99N; ( c ) upon his or her principal informing the Authority of the satisfaction of the examination requirements specified for that or any other type of regulated activity under subsection (5); or ( d ) on the occurrence of such other circumstances as the Authority may prescribe. [2/2009] (4) Section 99D(3) to (8) (other than section 99D(4)( e )) applies to a provisional representative — ( a ) as if the reference in section 99D(6) to section 99D(1) were a reference to subsection (1); and ( b ) with such other modifications and adaptations as the differences between provisional representatives and appointed representatives require. [2/2009] (5) Where a provisional representative in respect of a type of regulated activity has satisfied the examination requirements specified for that type of regulated activity, his or her principal must inform the Authority of that fact in the prescribed form and manner and within the prescribed time. [2/2009]


document_id: sfa-2001
provision_ref: s99F
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 99F
title: Temporary representative
content:
99F. —(1) For the purposes of this Act, a temporary representative in respect of a type of regulated activity is an individual — ( a ) who satisfies such entry requirements as the Authority may specify for that type of regulated activity; ( b ) whose name is entered in the public register of representatives as a temporary representative; ( c ) whose status as a temporary representative has not currently been revoked or suspended and who has not currently been prohibited by the Authority from carrying on business in that type of regulated activity; ( d ) whose entry in the public register of representatives indicates that he or she is appointed to carry on business in that type of regulated activity and does not indicate that he or she has ceased to be so; ( e ) whose principal — (i) is licensed to carry on business in that type of regulated activity; or (ii) carries on business in that type of regulated activity in its capacity as a person exempted from the requirement to hold a capital markets services licence under section 99(1)( a ), ( b ), ( c ) or ( d ); and ( f ) who is not, by virtue of any circumstances prescribed by the Authority, disqualified from acting as a temporary representative. [2/2009] (2) An individual may only be a temporary representative in respect of any type of regulated activity for such period of time as the Authority may specify against his or her name in the public register of representatives. [2/2009] (3) A temporary representative in respect of any type of regulated activity immediately ceases to be one — ( a ) upon the expiry of the period of time specified by the Authority under subsection (2); ( b ) if he or she fails to comply with any condition or restriction imposed on him or her under section 99N; or ( c ) on the occurrence of such other circumstances as the Authority may prescribe. [2/2009] (4) Section 99D(3) to (8) (other than section 99D(4)( e )) applies to a temporary representative — ( a ) as if the reference in section 99D(6) to section 99D(1) were a reference to subsection (1); and ( b ) with such other modifications and adaptations as the differences between temporary representatives and appointed representatives require. [2/2009]


document_id: sfa-2001
provision_ref: s99G
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 99G
title: Offences
content:
99G. —(1) Any person who contravenes section 99D(3), 99E(4) (in relation to the application of section 99D(3) to a provisional representative) or 99F(4) (in relation to the application of section 99D(3) to a temporary representative) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. [2/2009] (2) Any person who contravenes section 99D(8), 99E(4) (in relation to the application of section 99D(8) to a provisional representative), 99F(4) (in relation to the application of section 99D(8) to a temporary representative) or 99H(5) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. [2/2009]


document_id: sfa-2001
provision_ref: s99H
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 99H
title: Lodgment of documents
content:
99H. —(1) A principal who desires to appoint an individual as an appointed, provisional or temporary representative in respect of any type of regulated activity must lodge the following documents with the Authority in such form and manner as the Authority may prescribe: ( a ) a notice of intent by the principal to appoint the individual as an appointed, provisional or temporary representative in respect of that type of regulated activity; ( b ) a certificate by the principal that the individual is a fit and proper person to be an appointed, provisional or temporary representative in respect of that type of regulated activity; ( c ) in the case of a provisional or temporary representative, an undertaking by the principal to undertake such responsibilities in relation to the representative as may be prescribed. [2/2009] (1A) Subsection (1) does not apply to a principal who desires to appoint, as an appointed representative in respect of any type of regulated activity, an individual who is a provisional representative in respect of that type of regulated activity, if — ( a ) that individual has satisfied the examination requirements specified for that type of regulated activity; and ( b ) the principal has informed the Authority of that fact in the prescribed form and manner under section 99E(5). [34/2012] (2) Subject to section 99M, the Authority must, upon receipt of the documents lodged in accordance with subsection (1), enter in the public register of representatives the name of the representative, whether he or she is an appointed, provisional or temporary representative, the type of regulated activity which he or she may carry on business in, and such other particulars as the Authority considers appropriate. [2/2009] (3) The Authority may refuse to enter in the public register of representatives the particulars referred to in subsection (2) of the representative if the fee referred to in section 99K(1) or (4) (if applicable) is not paid. [2/2009] (4) A principal who submits a certificate under subsection (1)( b ) must keep, in such form and manner and for such period as the Authority may prescribe, copies of all information and documents which the principal relied on in giving the certificate. [2/2009] (5) Where a change occurs in any particulars of the appointed, provisional or temporary representative in any document required to be provided to the Authority under subsection (1), the principal must, no later than 14 days after the occurrence of such change, provide particulars of such change to the Authority, in the prescribed form and manner. [2/2009]


document_id: sfa-2001
provision_ref: s99I
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 99I
title: Exemption
content:
99I. —(1) The Authority may exempt any person or class of persons from any of the requirements of sections 99D to 99H. [2/2009] (2) Such exemption is subject to such conditions or restrictions as the Authority may impose. [2/2009]


document_id: sfa-2001
provision_ref: s99J
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 99J
title: Representative to act for only one principal
content:
99J. —(1) Unless otherwise approved by the Authority in writing, no appointed representative, temporary representative or provisional representative may at any one time be a representative of more than one principal. [2/2009] (2) Despite subsection (1), an appointed representative may be a representative of more than one principal if the principals are related corporations. [2/2009] (3) The Authority may require an applicant for approval under subsection (1) to provide it with such information or documents as the Authority considers necessary in relation to the application. [2/2009] (4) Any person who contravenes subsection (1) 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 12 months or to both and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [2/2009]


document_id: sfa-2001
provision_ref: s99K
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 99K
title: Lodgment and fees
content:
99K. —(1) An individual must, on or before the date specified by the Authority, pay to the Authority such fee as the Authority may prescribe for the lodgment of documents under section 99H by his or her principal in relation to his or her appointment as an appointed, provisional or temporary representative. [2/2009] [Act 12 of 2024 wef 24/01/2025] (2) An individual who is an appointed or provisional representative in respect of any type of regulated activity must, on or before the date specified by the Authority each year, pay such annual fee as the Authority may prescribe in relation to the retention of his or her name, in the public register of representatives, as an appointed or provisional representative in respect of that type of regulated activity. [34/2012] [Act 12 of 2024 wef 24/01/2025] (3) An individual who is a temporary representative must, on or before the date specified by the Authority, pay such fee as the Authority may prescribe in relation to the retention of his or her name in the public register of representatives as a temporary representative. [2/2009] [Act 12 of 2024 wef 24/01/2025] (4) A representative must pay such fee as the Authority may prescribe for any resubmission of a form or change in the particulars of a form lodged with the Authority in relation to his or her appointment as an appointed, provisional or temporary representative. [2/2009] (5) Unless otherwise prescribed by the Authority, any fee paid to the Authority under this section is not to be refunded. [2/2009] (6) Where the representative fails to pay the fee referred to in subsection (1), (2) or (3) by the date on which such fee is due, the Authority may impose a late payment fee of a prescribed amount for every day or part of a day that the payment is late and both fees are recoverable by the Authority as a judgment debt. [2/2009] (7) The fees referred to in this section must be paid in the manner specified by the Authority. [2/2009]


document_id: sfa-2001
provision_ref: s99L
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 99L
title: Additional regulated activity
content:
99L. —(1) The principal of an appointed representative may at any time lodge a notice with the Authority of its intention to appoint the representative as an appointed representative in respect of a type of regulated activity in addition to that indicated against the representative’s name in the public register of representatives. [2/2009] (2) The notification must be lodged in such form and manner as may be prescribed and must be accompanied by a certificate by the principal that the representative is a fit and proper person to be a representative in respect of the additional type of regulated activity. [2/2009] (3) Subject to section 99M, the Authority must, upon receipt of the notification, enter in the public register of representatives the additional type of regulated activity as one which the representative may carry on business in as a representative. [2/2009] (4) The Authority may, before entering in the public register of representatives the matter set out in subsection (3), require the principal or representative to provide it with such information or documents as the Authority considers necessary. [2/2009] (5) A notification under subsection (1) must be accompanied by a non‑refundable prescribed fee which must be paid in the manner specified by the Authority. [2/2009]


document_id: sfa-2001
provision_ref: s99M
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 99M
title:
Power of Authority to refuse entry or revoke or suspend status of appointed, provisional or temporary representative

content:
99M. —(1) Subject to regulations made under this Act, the Authority may refuse to enter the name and other particulars of an individual in the public register of representatives, refuse to enter an additional type of regulated activity for an appointed representative in that register, or revoke the status of an individual as an appointed, provisional or temporary representative if — ( a ) being an appointed, provisional or temporary representative, he or she fails or ceases to act as a representative in respect of all of the types of regulated activities that were notified to the Authority as activities which he or she is appointed to carry on business in as a representative; ( b ) he or she or his or her principal has not provided the Authority with such information or documents as the Authority may require; ( c ) he or she is an undischarged bankrupt, whether in Singapore or elsewhere; ( d ) an enforcement order against him or her in respect of a judgment debt has been returned unsatisfied in whole or in part; [Act 25 of 2021 wef 01/04/2022] ( e ) he or she has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his or her creditors, being a compromise or scheme of arrangement that is still in operation; ( f ) he or she — (i) has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that he or she had acted fraudulently or dishonestly; or (ii) has been convicted of an offence under this Act; ( g ) in the case of the proposed appointment of an appointed, provisional or temporary representative in respect of a type of regulated activity, or of an application to enter an additional type of regulated activity for an appointed representative in the register — (i) the Authority is not satisfied as to his or her educational or other qualification or experience having regard to the nature of the duties he or she is to perform in relation to that type of regulated activity; (ii) he or she or his or her principal fails to satisfy the Authority that he or she is a fit and proper person to be an appointed, provisional or temporary representative or to carry on business in that type of regulated activity; (iii) the Authority is not satisfied as to his or her record of past performance or expertise having regard to the nature of the duties which he or she is to perform in relation to that type of regulated activity; (iv) the Authority has reason to believe that he or she will not carry on business in that type of regulated activity efficiently, honestly or fairly; ( h ) in the case of the revocation of the status of an individual as an appointed, provisional or temporary representative — (i) he or she or his or her principal fails to satisfy the Authority, pursuant to a requirement imposed by the Authority as a condition for him or her to be an appointed, provisional or temporary representative, under section 99N or by regulations (as the case may be), that he or she remains a fit and proper person to be an appointed, provisional or temporary representative or to carry on business in the type of regulated activity for which he or she is appointed; (ii) the Authority is not satisfied with — (A) his or her educational or other qualification or experience (being qualification or experience not known to the Authority at the time his or her name and particulars are entered in the public register of representatives); or (B) his or her record of past performance or expertise, having regard to the nature of his or her duties as an appointed, provisional or temporary representative; (iii) the Authority has reason to believe that he or she will not carry, or has not carried, on business in the type of regulated activity for which he or she is appointed efficiently, honestly or fairly; or (iv) the Authority has reason to believe that he or she has not acted in the best interests of the subscribers or customers of his or her principal; ( i ) the Authority has reason to believe that he or she may not be able to act in the best interests of the subscribers or customers of his or her principal, having regard to his or her reputation, character, financial integrity and reliability; ( j ) the Authority is not satisfied as to his or her financial standing; ( k ) there are other circumstances which are likely to lead to the improper conduct of business by, or reflect discredit on the manner of conducting the business of, the individual or any person employed by or associated with him or her for the purpose of his or her business; ( l ) the individual is in arrears of the payment of such contributions on his or her own behalf to the Central Provident Fund as are required under the Central Provident Fund Act 1953; ( m ) the Authority is of the opinion that it would be contrary to the interests of the public to enter the individual’s name in the public register of representatives or allow him or her to continue carrying on business as an appointed, provisional or temporary representative or to carry on business in that additional type of regulated activity, as the case may be; ( n ) the Authority has reason to believe that any information or document that is provided by him or her or his or her principal to the Authority is false or misleading; ( o ) he or she has contravened any provision of this Act applicable to him or her, any condition or restriction imposed on him under this Act or any direction issued to him or her by the Authority under this Act; ( oa ) it appears to the Authority that he or she has failed to satisfy any of his or her obligations under or arising from — (i) this Act; or (ii) any written direction issued by the Authority under this Act; ( p ) a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against him or her; [Act 18 of 2022 wef 31/07/2024] ( q ) the licence of his or her principal is revoked; ( r ) the individual fails to pay any fee referred to in section 99K; ( s ) in the case of the proposed appointment of a temporary representative in respect of a type of regulated activity — (i) he or she is not licensed, authorised or otherwise regulated as a representative in relation to a comparable type of regulated activity in a foreign jurisdiction; (ii) the Authority is not satisfied that the laws and practices of the jurisdiction under which the individual is so licensed, authorised or regulated provide protection to investors comparable to that applicable to an appointed representative under this Act; or (iii) the period of his or her proposed appointment, together with the period of any past appointment (or part thereof) that falls within a prescribed period before the date of expiry of his or her proposed appointment, exceeds the permitted period prescribed by the Authority; or ( t ) in the case of the proposed appointment of a provisional representative in respect of a type of regulated activity — (i) he or she is not or was not previously licensed, authorised or otherwise regulated as a representative in relation to a comparable type of regulated activity in a foreign jurisdiction for such minimum period as may be prescribed for this sub‑paragraph; (ii) he or she was previously so licensed, authorised or regulated in a foreign jurisdiction but the period between the date of his or her ceasing to be so licensed, authorised or regulated and the date of his or her proposed appointment as a provisional representative exceeds such period as may be prescribed for this sub‑paragraph; or (iii) the Authority is not satisfied that the laws and practices of the jurisdiction under which the individual is or was so licensed, authorised or regulated provide protection to investors comparable to that applicable to an appointed representative under this Act. [2/2009; 34/2012] (2) The Authority may, if it considers it desirable to do so — ( a ) instead of revoking the status of an individual as an appointed, provisional or temporary representative, suspend that status for such period as the Authority may determine; and ( b ) at any time — (i) extend the period of suspension; or (ii) revoke the suspension. [2/2009] (3) An individual whose status as an appointed, provisional or temporary representative has been revoked is deemed not to be an appointed, provisional or temporary representative, as the case may be. [2/2009] (4) Where the status of an individual as an appointed, provisional or temporary representative has been suspended, he or she is deemed not to be an appointed, provisional or temporary representative (as the case may be) during the period of suspension. [2/2009] (5) Where the Authority has revoked the status of an individual as an appointed, provisional or temporary representative, the Authority must — ( a ) indicate against his or her name in the public register of representatives that fact, which indication must remain in the register for such period as the Authority considers appropriate; or ( b ) remove his or her name from the register. [2/2009] (6) Where the Authority has suspended the status of an individual as an appointed, provisional or temporary representative, the Authority must indicate against his or her name in the public register of representatives that fact and the period of the suspension. [2/2009] (7) Where the Authority has extended or revoked a suspension of the status of an individual as an appointed, provisional or temporary representative, it must indicate against his or her name in the public register of representatives the new expiry date of the suspension, or indicate that he or she is no longer suspended, as the case may be. [2/2009] (8) The Authority must not take any action under subsection (1) or (2)( a ) on the ground referred to in subsection (1)( n ), if — ( a ) in a case where the information or document was furnished by the individual to the Authority, the individual proves that he or she had — (i) made all inquiries (if any) that were reasonable in the circumstances; and (ii) after doing so, believed on reasonable grounds that the information or document was not false or misleading; or ( b ) in a case where the information or document was provided by the principal to the Authority and — (i) such information or document was provided to the principal by the individual, the individual proves that he or she had — (A) made all inquiries (if any) that were reasonable in the circumstances; and (B) after doing so, believed on reasonable grounds that the information or document was not false or misleading; or (ii) such information or document was not provided to the principal by the individual, the principal proves that the principal had — (A) made all inquiries (if any) that were reasonable in the circumstances; and (B) after doing so, believed on reasonable grounds that the information or document was not false or misleading. [2/2009] (9) Subject to subsection (10), the Authority must not take any action under subsection (1) or (2)( a ) or ( b )(i) without giving the individual an opportunity to be heard. [2/2009] (10) The Authority may take action under subsection (1) or (2)( a ) or ( b )(i) on any of the following grounds without giving the individual an opportunity to be heard: ( a ) he or she is an undischarged bankrupt, whether in Singapore or elsewhere; ( b ) he or she has been convicted, whether in Singapore or elsewhere, of an offence — (i) involving fraud or dishonesty or the conviction for which involved a finding that he or she had acted fraudulently or dishonestly; and (ii) punishable with imprisonment for a term of 3 months or more; ( c ) a section 101A prohibition order or an FSMA prohibition order has been made, and remains in force, against the individual; [Act 18 of 2022 wef 31/07/2024] ( d ) the ground referred to in subsection (1)( s )(i) or (iii) or ( t )(i) or (ii). [2/2009] (11) Any revocation or suspension by the Authority does not operate so as to — ( 


document_id: sfa-2001
provision_ref: s99N
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 99N
title: Power of Authority to impose conditions or restrictions
content:
99N. —(1) The Authority may, by written notice to an appointed, provisional or temporary representative, impose such conditions or restrictions as it thinks fit on him or her. [2/2009] (2) Without limiting subsection (1), the Authority may, in entering the appointed, provisional or temporary representative’s name in the public register of representatives, impose conditions or restrictions with respect to the type of regulated activity which he or she may or may not carry on business in. [2/2009] (3) The Authority may, at any time by written notice to the appointed, provisional or temporary representative, vary any condition or restriction or impose such further condition or restriction as it thinks fit. [2/2009] (4) Any person who contravenes any condition or restriction imposed by the Authority under this section shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [2/2009]


document_id: sfa-2001
provision_ref: s99O
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 99O
title: False statements in relation to notification of appointed, provisional or temporary representative
content:
99O. —(1) Any principal who, in connection with the lodgment of any document under section 99H — ( a ) makes a statement which is false or misleading in a material particular; or ( b ) omits to state any matter or thing without which the document is misleading in a material respect, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. [2/2009] (2) Any individual who, in connection with the lodgment by his or her principal of any document under section 99H — ( a ) makes a statement to his or her principal which is false or misleading in a material particular, being a statement subsequently lodged with the Authority; or ( b ) omits to state any matter or thing to his or her principal as a result of which the document is misleading in a material respect, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. [2/2009] (3) Any person who, when required to provide any document or information to the Authority under section 99D(3), 99E(4) (in relation to the application of section 99D(3) to a provisional representative) or 99F(4) (in relation to the application of section 99D(3) to a temporary representative) — ( a ) makes a statement to the Authority which is false or misleading in a material particular; or ( b ) omits to state any matter or thing to the Authority without which the document or information is misleading in a material respect, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. [2/2009] (4) A person referred to in subsection (1), (2) or (3) shall not be guilty of an offence if the person proves that the person — ( a ) made all inquiries (if any) that were reasonable in the circumstances; and ( b ) after doing so, believed on reasonable grounds that the statement made or the omission to state the matter or thing (as the case may be) was not false or misleading. [2/2009]


document_id: sfa-2001
provision_ref: s99P
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 99P
title: Appeals
content:
99P. Any person who is aggrieved by — ( a ) the refusal of the Authority under section 99M(1) to enter his or her name and other particulars in the public register of representatives, or to enter an additional type of regulated activity for him or her in that register; or ( b ) the revocation or suspension of his or her status as an appointed, provisional or temporary representative under section 99M(1) or (2)( a ), may, within 30 days after he or she is notified of the decision of the Authority, appeal to the Minister whose decision is final. [2/2009] Division 3 &#x2014; General


document_id: sfa-2001
provision_ref: s100
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 100
title: Power of Authority to make regulations
content:
100. —(1) Without affecting section 341, the Authority may make regulations relating to the grant of a capital markets services licence, the proposed appointment of an individual as an appointed, provisional or temporary representative, the entering of his or her name or an additional type of regulated activity in the public register of representatives, and the revocation or suspension of his or her status as an appointed, provisional or temporary representative, and requirements applicable to the holder of a capital markets services licence, an exempt person, a representative or a class of such persons. [2/2009] (2) Regulations made under this section may provide — ( a ) that a contravention of any specified provision thereof shall be an offence; and ( b ) for penalties not exceeding a fine of $100,000 or imprisonment for a term not exceeding 12 months or both for each offence and, in the case of a continuing offence, a further penalty not exceeding a fine of 10% of the maximum fine prescribed for that offence for every day or part of a day during which the offence continues after conviction.


document_id: sfa-2001
provision_ref: s101
chapter: PART 4 - HOLDERS OF CAPITAL MARKETS
section: 101
title: Power of Authority to issue written directions
content:
101. —(1) The Authority may, if it thinks it necessary or expedient in the interests of the public or a section of the public or for the protection of investors, issue written directions, either of a general or specific nature, to any holder of a capital markets services licence, exempt person, representative, or class of such persons, to comply with such requirements as the Authority may specify in the written directions. [2/2009; 34/2012] (2) Without limiting subsection (1), any written direction may be issued with respect to — ( a ) the standards to be maintained by the person concerned in the conduct of and in respect of the risk management of the person’s business; ( b ) the type and frequency of submission of financial returns and other information to be submitted to the Authority; and ( c ) the qualifications, experience and training of representatives, and the person to whom such direction is issued must comply with the direction. [4/2017] (2A) The Authority may, if it thinks it necessary or expedient in the interests of the public or a section of the public or for the protection of investors, issue written directions, either of a general or specific nature, in relation to the conduct of any additional business by any holder of a capital markets services licence, or class of such licence holders, to any of the following: ( a ) a holder of a capital markets services licence or a class of such licence holders; ( b ) an additional business representative of a holder of a capital markets services licence or a class of such additional business representatives. [Act 12 of 2024 wef 30/08/2024] (2B) In issuing any direction under subsection (2A), the Authority must have regard to the need to avoid or reduce any risk (including any credit risk, asset risk, liquidity risk, market risk, operational risk, technology risk, market conduct risk, legal risk, reputational risk or regulatory risk) — ( a ) that has arisen or may arise from the conduct of the additional business by the licence holder or class of licence holders; and ( b ) that may affect the business in a regulated activity of the licence holder or class of licence holders. [Act 12 of 2024 wef 30/08/2024] (2C) Without limiting subsection (2A), any written direction may be issued with respect to — ( a ) the standards to be maintained by a holder of a capital markets services licence in the conduct of, and in respect of the risk management of, any additional business; ( b ) the manner, method and place of soliciting any additional business by a holder of a capital markets services licence and its additional business representatives, and the conduct of such solicitation; ( c ) the manner in which a holder of a capital markets services licence and its additional business representatives makes recommendations to customers in respect of any additional business and the duties of the holder and its representatives when making such recommendations; ( d ) the manner in which a holder of a capital markets services licence deals with its customers in respect of any additional business of the holder, and any conflicts of interests between the holder and its customers in respect of any additional business of the holder; ( e ) the type and frequency of submission of financial returns and other information to the Authority in respect of any additional business carried on by a holder of a capital markets services licence; ( f ) the qualifications, experience and training of additional business representatives of a holder of a capital markets services licence in respect of any additional business; and ( g ) the maximum amount of capital or financial resources that may be maintained by a holder of a capital markets services licence in respect of any additional business (expressed as an absolute amount or as a percentage of an amount (determined by the Authority) required to address risks arising from the activities of the holder), and the manner in which such amount is to be determined. [Act 12 of 2024 wef 30/08/2024] (2D) In this section — “additional business” means a business in — ( a ) dealing in additional financial products; or ( b ) providing custodial services in relation to additional financial products; “additional business representative”, in relation to a holder of a capital markets services licence — ( a ) means a person, by whatever name called, in the direct employment of, or acting for or by arrangement with the holder, who carries out for the holder any additional business (other than work ordinarily performed by accountants, clerks or cashiers), whether or not the person is remunerated, and whether the person’s remuneration (if any) is by way of salary, wages, commission or otherwise; and ( b ) includes, where the holder is a corporation, any officer of the holder who performs for the holder any additional business, whether or not the officer is remunerated, and whether the officer’s remuneration (if any) is by way of salary, wages, commission or otherwise; “additional financial product” means — ( a ) any contract or arrangement that is not traded on an organised market that is established or operated by an approved exchange, under which — (i) a party to the contract or arrangement is required to, or may be required to, discharge all or any of its obligations under the contract or arrangement at some future time; and (ii) the value of the contract or arrangement is determined (whether directly or indirectly, or whether wholly or in part) by reference to, is derived from, or varies by reference to, either of the following: (A) the value or amount of one or more payment tokens; (B) fluctuations in the values or amounts of one or more payment tokens; ( b ) any spot foreign exchange contract for a purpose other than leveraged foreign exchange trading; or ( c ) any other product prescribed by the Authority; “dealing in additional financial products” means doing any of the following (whether as principal or agent): ( a ) making with any person, or offering to make with any person, any agreement for or with a view to acquiring, disposing of, entering into, effecting, arranging, subscribing for, or underwriting those additional financial products; ( b ) inducing any person, or attempting to induce any person, to enter into such agreement; ( c ) inducing any person, or attempting to induce any person, to offer to enter into such agreement; “payment token” means any digital representation of value — ( a ) that is expressed as a unit; ( b ) the value of which is determined in any way, other than being permanently fixed by the issuer of the digital representation of value at the time when the digital representation of value is issued to either a single currency or 2 or more currencies; ( c ) that is, or is intended to be, a medium of exchange accepted by the public, or a section of the public, as payment for goods or services or for the discharge of a debt; and ( d ) that can be transferred, stored or traded electronically; “providing custodial services”, in relation to additional financial products, means providing or agreeing to provide a service to a person of taking possession or control of those products under an arrangement to carry out any of the following functions for the person: ( a ) settlement of transactions relating to the additional financial products; ( b ) collecting or distributing dividends or other pecuniary benefits derived from ownership or possession of the additional financial products; ( c ) paying tax or other costs associated with the additional financial products; ( d ) exercising rights, including without limitation voting rights, attached to or derived from the additional financial products; ( e ) any other function necessary or incidental to the safeguarding or administration of the additional financial products, but does not include — ( f ) the provision of services to a related corporation or connected person of the service provider, except where the additional financial products in respect of which such services are provided are — (i) held on trust for another person by the related corporation or connected person; (ii) held as a result of any custodial services provided by the related corporation or connected person to another person; or (iii) beneficially owned by any person other than the related corporation or connected person; and ( g ) any other conduct that the Authority may, by order, prescribe. [Act 12 of 2024 wef 30/08/2024] (3) Any person who contravenes any of the directions issued under subsection (1) or (2A) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine of $5,000 for every day or part of a day during which the offence continues after conviction. [Act 12 of 2024 wef 30/08/2024] (4) It is not necessary to publish any direction issued under subsection (1) or (2A) in the Gazette . [34/2012] [Act 12 of 2024 wef 30/08/2024] 101A. [ Repealed by Act 18 of 2022 wef 31/07/2024 ] 101B. [ Repealed by Act 18 of 2022 wef 31/07/2024 ] 101C. [ Repealed by Act 18 of 2022 wef 31/07/2024 ] 101D. [ Repealed by Act 18 of 2022 wef 31/07/2024 ]


document_id: sfa-2001
provision_ref: s102
chapter: PART 5 - BOOKS, CUSTOMER ASSETS AND AUDIT
section: 102
title: Keeping of books and providing of returns
content:
102. —(1) A holder of a capital markets services licence must — ( a ) keep, or cause to be kept, such books as will sufficiently explain the transactions and financial position of its business and enable true and fair profit and loss accounts and balance sheets to be prepared from time to time; and ( b ) keep, or cause to be kept, such books in such a manner as will enable them to be conveniently and properly audited. (2) An entry in the books of a holder of a capital markets services licence required to be kept in accordance with this section is deemed to have been made by, or with the authority of, the holder. (3) A holder of a capital markets services licence must retain such books as may be required to be kept under this Act for a period of not less than 5 years. [2/2007] (4) A holder of a capital markets services licence must — ( a ) furnish such returns and records in such form and manner as may be prescribed or as may be notified by the Authority in writing; and ( b ) provide such information relating to its business as the Authority may require. (5) The Authority may, without affecting section 341, make regulations in respect of all or any of the matters in this Division, including the keeping of such books, by a holder of a capital markets services licence, in such form and manner as the Authority may prescribe.


document_id: sfa-2001
provision_ref: s103
chapter: PART 5 - BOOKS, CUSTOMER ASSETS AND AUDIT
section: 103
title: Penalties under this Division
content:
103. A holder of a capital markets services licence which, without reasonable excuse, contravenes section 102(1), (3) or (4) or any regulation made under section 102(5), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. Division 2 &#x2014; Customer Assets


document_id: sfa-2001
provision_ref: s103A
chapter: PART 5 - BOOKS, CUSTOMER ASSETS AND AUDIT
section: 103A
title: Interpretation of this Division
content:
103A. In this Division, unless the context otherwise requires, “money or other assets” means money received or retained by, or any other asset deposited with, a holder of a capital markets services licence in the course of its business for which it is liable to account to its customer, and any money or other assets accruing therefrom.


document_id: sfa-2001
provision_ref: s104
chapter: PART 5 - BOOKS, CUSTOMER ASSETS AND AUDIT
section: 104
title: Handling of customer assets
content:
104. —(1) A holder of a capital markets services licence must, to the extent that it receives money or other assets from or on account of a customer — ( a ) do so, except in such circumstances as the Authority may prescribe, on the basis that the money or other assets must be applied solely for such purpose as may be agreed to by the customer, when or before it receives the money or other assets; ( b ) pending such application, pay or deposit the money or other assets in such manner as may be prescribed; and ( c ) record and maintain a separate book entry for each customer in accordance with the provisions of this Act in relation to that customer’s money or other assets. [34/2012] (2) The Authority may, without affecting section 341, make regulations in respect of all or any of the matters in this Division, including the handling of money or other assets by a holder of a capital markets services licence.


document_id: sfa-2001
provision_ref: s104A
chapter: PART 5 - BOOKS, CUSTOMER ASSETS AND AUDIT
section: 104A
title: Non‑availability of customer money and other assets for payment of debt
content:
104A. Except as otherwise provided in this Part or the regulations made thereunder, all money or other assets received from or on account of customers or deposited in the manner prescribed under section 104(1)( b ) — ( a ) are not available for payment of the debts of the holder of a capital markets services licence; and ( b ) are not liable to be paid or taken under or pursuant to an enforcement order or a process of any court. [Act 25 of 2021 wef 01/04/2022]


document_id: sfa-2001
provision_ref: s105
chapter: PART 5 - BOOKS, CUSTOMER ASSETS AND AUDIT
section: 105
title: Penalties under this Division
content:
105. Any holder of a capital markets services licence which, without reasonable excuse, contravenes section 104(1) or any regulation made under section 104(2), shall be guilty of an offence and shall be liable on conviction — ( a ) where it is found to have committed the offence with intent to defraud, to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction; or ( b ) in any other case, to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. Division 3 &#x2014; Audit


document_id: sfa-2001
provision_ref: s106
chapter: PART 5 - BOOKS, CUSTOMER ASSETS AND AUDIT
section: 106
title: Appointment of auditors
content:
106. A holder of a capital markets services licence must appoint an auditor to audit its accounts and where, for any reason, the auditor ceases to act for such holder, the holder must, as soon as practicable thereafter, appoint another auditor.


document_id: sfa-2001
provision_ref: s107
chapter: PART 5 - BOOKS, CUSTOMER ASSETS AND AUDIT
section: 107
title: Lodgment of annual accounts, etc.
content:
107. —(1) A holder of a capital markets services licence must, in respect of each financial year — ( a ) prepare a true and fair profit and loss account and a balance sheet made up to the last day of the financial year; and ( b ) lodge that account and balance sheet with the Authority within 5 months, or such extension thereof permitted by the Authority under subsection (2), after the end of the financial year, together with an auditor’s report on the account and balance sheet. (2) Where an application for an extension of the period of 5 months specified in subsection (1) has been made by a holder of a capital markets services licence to the Authority and the Authority is satisfied that there is any special reason for requiring the extension, the Authority may extend that period by not more than 4 months, subject to such conditions or restrictions as the Authority thinks fit to impose. (3) Any holder of a capital markets services licence which contravenes subsection (1), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $500 for every day or part of a day that the lodgment is late, subject to a maximum fine of $50,000. (4) Any holder of a capital markets services licence which contravenes any condition imposed under subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. (5) Despite any other provision of this Act or any other written law, the Authority may, if it is not satisfied with the performance of duties by an auditor appointed by a holder of a capital markets services licence — ( a ) at any time direct the holder to remove the auditor; and ( b ) direct the holder, as soon as practicable thereafter, to appoint another auditor, and the holder must comply with such direction.


document_id: sfa-2001
provision_ref: s108
chapter: PART 5 - BOOKS, CUSTOMER ASSETS AND AUDIT
section: 108
title: Reports by auditor to Authority in certain cases
content:
108. Where, in the performance of his or her duties as an auditor for a holder of a capital markets services licence, an auditor becomes aware of — ( a ) any matter which, in his or her opinion, adversely affects or may adversely affect the financial position of the holder to a material extent; ( b ) any matter which, in his or her opinion, constitutes or may constitute a contravention of any provision of this Act or an offence involving fraud or dishonesty; or ( c ) any irregularity that has or may have a material effect upon the accounts, including any irregularity that may affect or jeopardise the moneys or other assets of any customer of the holder, the auditor must immediately thereafter send — ( d ) a report in writing of the matter or irregularity to the Authority; and ( e ) where the holder is a member of an approved exchange, a copy of the report to the approved exchange. [4/2017]


document_id: sfa-2001
provision_ref: s109
chapter: PART 5 - BOOKS, CUSTOMER ASSETS AND AUDIT
section: 109
title: Power of Authority to appoint auditor
content:
109. —(1) Where — ( a ) a holder of a capital markets services licence fails to lodge an auditor’s report under section 107; or ( b ) the Authority receives a report under section 108, the Authority may, without affecting its powers under section 115, if it is satisfied that it is in the interests of the holder, the customers of the holder or the general public to do so, appoint in writing an auditor to examine and audit, either generally or in relation to any particular matter, the books of the holder. (2) Where the Authority is of the opinion that the whole or any part of the costs and expenses of an auditor appointed by the Authority under subsection (1) should be borne by the holder of a capital markets services licence, the Authority may, in writing, direct the holder to pay a specified amount, being the whole or part of such costs and expenses, within such time and in such manner as may be specified in the direction. (3) Where a holder of a capital markets services licence fails to comply with a direction under subsection (2), the amount specified in the direction may be sued for and recovered by the Authority as a civil debt. (4) An auditor appointed under subsection (1) must, on the conclusion of the examination and audit, submit a report to the Authority.


document_id: sfa-2001
provision_ref: s110
chapter: PART 5 - BOOKS, CUSTOMER ASSETS AND AUDIT
section: 110
title: Power of auditors appointed by Authority
content:
110. —(1) An auditor appointed by the Authority under section 109 may, for the purpose of carrying out an examination and audit of the books of a holder of a capital markets services licence — ( a ) examine, on oath or affirmation, any officer, employee or agent of the holder or any other auditor appointed under this Act in relation to those books; ( b ) require any officer, employee or agent of the holder, or any other auditor appointed under this Act, to produce any of the books held by or on behalf of the holder relating to its business, and to make copies of or take extracts from, or retain possession of, such books for such period as is necessary to enable them to be inspected; ( c ) require any approved exchange, licensed trade repository, approved clearing house or recognised clearing house to produce any of the books kept by it, or any information in its possession, relating to the business of the holder; ( d ) employ such persons as he or she considers necessary to assist him or her in carrying out the examination and audit; and ( e ) authorise in writing any person employed by him or her to do, in relation to the examination and audit, any act or thing that he or she could do as an auditor under this subsection, other than the examination of any person on oath or affirmation. [34/2012; 4/2017] (2) Any person who, without reasonable excuse, refuses or fails to answer any question put to the person, or fails to comply with any request made to the person, by an auditor appointed under section 109 or a person authorised under subsection (1)( e ), 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 12 months or to both.


document_id: sfa-2001
provision_ref: s111
chapter: PART 5 - BOOKS, CUSTOMER ASSETS AND AUDIT
section: 111
title: Offence to destroy, conceal, alter, etc., books
content:
111. —(1) Any person who, with intent to prevent, delay or obstruct the carrying out of any examination or audit under this Division — ( a ) destroys, conceals or alters any book relating to the business of a holder of a capital markets services licence; or ( b ) sends, or conspires with any other person to send, out of Singapore, any book or asset of any description belonging to, in the possession of or under the control of a holder of a capital markets services licence, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000 or to imprisonment for a term not exceeding 2 years or to both. (2) If, in any proceedings for an offence under subsection (1), it is proved that the person charged with the offence — ( a ) destroyed, concealed or altered any book referred to in subsection (1)( a ); or ( b ) sent, or conspired to send, out of Singapore, any book or asset referred to in subsection (1)( b ), the onus of proving that, in so doing, the person did not act with intent to prevent, delay or obstruct the carrying out of an examination and audit under this Division lies on that person.


document_id: sfa-2001
provision_ref: s112
chapter: PART 5 - BOOKS, CUSTOMER ASSETS AND AUDIT
section: 112
title: Safeguarding of books
content:
112. —(1) A holder of a capital markets services licence must take reasonable precautions — ( a ) to prevent falsification of the books required to be kept by it under this Act; and ( b ) to facilitate the discovery of any falsification of any such book. (2) Any holder of a capital markets services licence who contravenes this section shall be guilty of an offence under this Act.


document_id: sfa-2001
provision_ref: s113
chapter: PART 5 - BOOKS, CUSTOMER ASSETS AND AUDIT
section: 113
title: Restriction on auditor’s and employee’s right to communicate certain matters
content:
113. Except as may be necessary for the carrying into effect of the provisions of this Act or so far as may be required for the purposes of any legal proceedings, whether civil or criminal, an auditor appointed under section 109 or carrying out any duty imposed under section 115, and any employee of such an auditor, must not disclose any information which may come to his or her knowledge or possession in the course of performing his or her duties as such auditor or employee (as the case may be) to any person other than — ( a ) the Authority; and ( b ) in the case of an employee of such auditor, the auditor.


document_id: sfa-2001
provision_ref: s114
chapter: PART 5 - BOOKS, CUSTOMER ASSETS AND AUDIT
section: 114
title: Exchanges, etc., may impose additional obligations on members
content:
114. Nothing in this Division prevents any approved exchange, licensed trade repository, approved clearing house or recognised clearing house from imposing on its members any additional obligation or requirement which it thinks is necessary with respect to — ( a ) the audit of accounts; ( b ) the information to be given in reports by auditors; or ( c ) the keeping of books. [34/2012; 4/2017]


document_id: sfa-2001
provision_ref: s115
chapter: PART 5 - BOOKS, CUSTOMER ASSETS AND AUDIT
section: 115
title: Additional powers of Authority in respect of auditors
content:
115. —(1) The Authority may impose all or any of the following duties on an auditor of a holder of a capital markets services licence: ( a ) a duty to submit to the Authority such additional information in relation to his or her audit as the Authority considers necessary; ( b ) a duty to enlarge or extend the scope of his or her audit of the business and affairs of the holder; ( c ) a duty to carry out any other examination or establish any procedure in any particular case; ( d ) a duty to submit a report to the Authority on any of the matters referred to in paragraphs ( b ) and ( c ), and the auditor must carry out such additional duty or duties. (2) A holder of a capital markets services licence must remunerate the auditor in respect of the discharge of such additional duty or duties as the Authority may impose under subsection (1).


document_id: sfa-2001
provision_ref: s116
chapter: PART 5 - BOOKS, CUSTOMER ASSETS AND AUDIT
section: 116
title: Defamation
content:
116. —(1) No auditor or employee of such auditor shall, in the absence of malice on his or her part, be liable to any action for defamation at the suit of any person in respect of — ( a ) any statement made orally or in writing in the discharge of his or her duties under this Part; or ( b ) the submission of any report to the Authority under section 108, 109(4) or 115(1)( d ). (2) Subsection (1) does not restrict or otherwise affect any right, privilege or immunity that, apart from this section, the auditor or his or her employee has as a defendant in an action for defamation.


document_id: sfa-2001
provision_ref: s123
chapter: PART 6 - CONDUCT OF BUSINESS
section: 123
title: Power of Authority to make regulations
content:
123. —(1) The Authority may make regulations in respect of the conduct of business in any regulated activity by the holder of a capital markets services licence or a representative of such a holder. (2) Without limiting subsection (1), regulations made under this section may — ( a ) specify requirements applicable to the holder of a capital markets services licence in relation to product financing; ( aa ) specify, in the context of the granting of an unsecured advance, unsecured loan or unsecured credit facility by the holder of a capital markets services licence — (i) what constitutes any such unsecured advance, unsecured loan or unsecured credit facility; and (ii) the requirements and restrictions relating to any such grant; ( b ) prohibit the making of direct or indirect representations, expressly or by implication, relating to specified matters, or the use of misleading or deceptive advertisements by or on behalf of the holder, and impose conditions or restrictions for the use of advertisements by or on behalf of the holder; ( ba ) require contract notes to be issued by or on behalf of the holder of a capital markets services licence, and specify the information to be provided in the contract notes; ( c ) specify terms and conditions to be included in customer contracts and provide that the terms and conditions are, unless the Authority in relation to any particular term or condition otherwise directs, to be deemed to be of the essence of the customer contracts in which they are included, whether or not a different intention appears in the provisions of the customer contracts; ( d ) specify information that the holder of a capital markets services licence is to provide to its customer on entering into a customer contract with the customer, and thereafter on request by the customer, concerning the business of the holder and the identity and status of any person acting on behalf of the holder with whom the customer may have contact; ( e ) require the holder of a capital markets services licence, and a representative of such a holder, to ascertain, in relation to each customer of the holder, specified matters relating to the customer’s identity and the customer’s financial situation, investment experience and investment objectives relevant to the services to be provided by the holder, and specify the steps to be taken for this purpose; ( f ) require the holder of a capital markets services licence, and a representative of such a holder, when providing information or advice concerning capital markets products to a customer of the holder, to ensure the suitability of the information or advice to be provided to the customer, and specify the steps to be taken for this purpose; ( g ) require the holder of a capital markets services licence, and a representative of such a holder, to disclose to a customer of the holder the financial risks in relation to capital markets products that the holder or the representative recommends to the customer, and specify the steps to be taken for this purpose; ( ga ) require the holder of a capital markets services licence, and a representative of such a holder to take specified steps to ensure that a customer or prospective customer of the holder is apprised of the financial risks in relation to trades carried out by means of any trading account, before opening such account for the customer or prospective customer or soliciting or entering into an agreement with the customer or prospective customer to manage or guide such account; ( h ) require the holder of a capital markets services licence, and a representative of such a holder, to disclose to a customer of the holder any commission or advantage the holder or the representative (as the case may be) receives or is to receive from a third party in connection with any capital markets products which the holder or the representative recommends to the customer, and specify the steps to be taken for this purpose; ( i ) specify the circumstances in which, and the conditions and restrictions under which, the holder of a capital markets services licence, and a representative of such a holder, may enter into or effect a transaction, and provide for matters relating thereto including the right of the other party to the contract in question to rescind it where a regulation made under this paragraph is contravened; ( ia ) require the holder of a capital markets services licence to comply with prescribed requirements concerning the sale of, or the making of recommendations with respect to, capital markets products which the holder has subscribed for or purchased, or may be required to subscribe for or purchase, under an underwriting or sub‑underwriting agreement; ( j ) specify the circumstances in which, and the conditions under which, the holder of a capital markets services licence, and a representative of such a holder, may use information relating to the affairs of the customer of the holder; ( k ) require the holder of a capital markets services licence, and a representative of such a holder, to take steps to avoid cases of conflict between any of their interests and those of a customer of the holder, and specify the steps to be taken in the event of a potential or actual case of conflict; ( l ) specify the circumstances in which the holder of a capital markets services licence may receive any property or service from another holder of a capital markets services licence in consideration of directing business to that other holder; ( m ) specify the circumstances in which, and the conditions and restrictions under which, a representative of the holder of a capital markets services licence is permitted to deal or trade for the representative’s own account in capital markets products; ( n ) provide for any other matter relating to the practices and standards of conduct of the holder of a capital markets services licence and a representative of such a holder in carrying on business in any regulated activity; and ( o ) provide that, subject to such conditions or restrictions as may be prescribed, all or specified provisions of this Part do not apply to a specified class of holders of a capital markets services licences or their representatives, or to a specified class of capital markets products. [2/2009; 34/2012; 4/2017] (3) Regulations made under this section may provide that any customer contract entered into by the holder of a capital markets services licence with its customer otherwise than in compliance with any specified regulation is, despite anything in the contract, unenforceable at the option of the customer. (4) Regulations made under this section may provide — ( a ) that a contravention of any specified provision thereof shall be an offence; and ( b ) for penalties not exceeding a fine of $100,000 or imprisonment for a term not exceeding 12 months or both for each offence and, in the case of a continuing offence, a further penalty not exceeding a fine of 10% of the maximum fine prescribed for that offence for every day or part of a day during which the offence continues after conviction. (5) In this section, “customer contract” means any contract or arrangement between the holder of a capital markets services licence and a customer of the holder which contains terms on which the holder is to provide services to, or effect transactions for, the customer.


document_id: sfa-2001
provision_ref: s123A
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123A
title: Objectives of this Part
content:
123A. The objectives of this Part are — ( a ) to promote fair and transparent determination of financial benchmarks; and ( b ) to reduce systemic risks. [4/2017] Division 1 &#x2014; Designation of Financial Benchmarks


document_id: sfa-2001
provision_ref: s123B
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123B
title: Power of Authority to designate financial benchmarks
content:
123B. The Authority may, by order in the Gazette , designate a financial benchmark as a designated benchmark for the purposes of this Part if the Authority is satisfied that — ( a ) the financial benchmark has systemic importance in the financial system of Singapore; ( b ) a disruption in the determination of the financial benchmark could affect public confidence in the financial benchmark or the financial system of Singapore; ( c ) the determination of the financial benchmark could be susceptible to manipulation; or ( d ) it is otherwise in the interests of the public to do so. [4/2017]


document_id: sfa-2001
provision_ref: s123C
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123C
title: Withdrawal of designation of financial benchmark
content:
123C. The Authority may, by order in the Gazette , withdraw the designation of any designated benchmark if the Authority is of the opinion that the considerations in section 123B are no longer valid or satisfied. [4/2017] Division 2 &#x2014; Benchmark Administrators of Designated
Benchmarks Subdivision (1) &#x2014; Authorised benchmark administrator


document_id: sfa-2001
provision_ref: s123D
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123D
title: Requirement for authorisation
content:
123D. —(1) No person may carry on, or hold out that the person is carrying on, a business of administering a designated benchmark, unless the person is an authorised benchmark administrator. [4/2017] (2) No person may hold out that the person is an authorised benchmark administrator, unless the person is an authorised benchmark administrator. [4/2017] (3) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 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 $25,000 for every day or part of a day during which the offence continues after conviction. [4/2017] (4) Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $20,000 and, in the case of a continuing offence, to a further fine not exceeding $2,000 for every day or part of a day during which the offence continues after conviction. [4/2017]


document_id: sfa-2001
provision_ref: s123E
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123E
title: Application for authorisation
content:
123E. —(1) A corporation may apply to the Authority to be authorised as an authorised benchmark administrator. [4/2017] (2) An application made under subsection (1) must be — ( a ) made in such form and manner as the Authority may specify; and ( b ) accompanied by a non‑refundable application fee of an amount prescribed by regulations made under section 123ZZA, which must be paid in the manner specified by the Authority. [4/2017] (3) The Authority may require an applicant to provide it with such information or documents as the Authority considers necessary in relation to the application. [4/2017]


document_id: sfa-2001
provision_ref: s123F
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123F
title: Power of Authority to authorise benchmark administrators
content:
123F. —(1) Where a corporation mentioned in section 123E(1) makes an application under that provision, the Authority may authorise the corporation as an authorised benchmark administrator. [4/2017] (2) The Authority may authorise a corporation as an authorised benchmark administrator under subsection (1) subject to such conditions or restrictions as the Authority may impose by written notice, including conditions or restrictions, either of a general or specific nature, relating to — ( a ) the process for the determination of the designated benchmark; or ( b ) any other activities that the corporation may undertake. [4/2017] (3) The Authority may, at any time, by written notice to the authorised benchmark administrator, vary any condition or restriction or impose any further condition or restriction. [4/2017] (4) An authorised benchmark administrator must, for the duration of the authorisation, satisfy every condition or restriction that may be imposed on it under subsections (2) and (3). [4/2017] (5) The Authority must not authorise a corporation as an authorised benchmark administrator, unless the corporation meets such requirements as the Authority may prescribe by regulations made under section 123ZZA, either generally or specifically. [4/2017] (6) The Authority may refuse to authorise a corporation as an authorised benchmark administrator, if — ( a ) the corporation has not provided the Authority with such information, as the Authority may require, relating to — (i) the corporation or any person employed by or associated with the corporation for the purposes of the corporation’s business or operations; and (ii) any circumstances likely to affect the corporation’s manner of conducting business or operations; ( b ) any information or document provided by the corporation to the Authority is false or misleading; ( c ) the corporation or a substantial shareholder of the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; ( d ) an enforcement order against the corporation or a substantial shareholder of the corporation in respect of a judgment debt has been returned unsatisfied in whole or in part; [Act 25 of 2021 wef 01/04/2022] ( e ) a receiver, a receiver and manager, judicial manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation or a substantial shareholder of the corporation; ( f ) the corporation or a substantial shareholder of the corporation has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with the creditors of the corporation or substantial shareholder (as the case may be) being a compromise or scheme of arrangement that is still in operation; ( g ) the corporation, a substantial shareholder of the corporation or any officer of the corporation — (i) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 8 October 2018, involving fraud or dishonesty or the conviction for which involved a finding that the corporation, shareholder or officer (as the case may be) had acted fraudulently or dishonestly; or (ii) has been convicted of an offence under this Act committed before, on or after 8 October 2018; ( h ) the Authority is not satisfied as to the educational or other qualifications or experience of the officers or employees of the corporation, having regard to the nature of the duties they are to perform in connection with the activity of administering a designated benchmark; ( i ) the corporation fails to satisfy the Authority that the corporation is a fit and proper person or that all of its officers, employees and substantial shareholders are fit and proper persons; ( j ) the Authority has reason to believe that the corporation may not be able to act in the best interests of a class, or the classes, of users of the designated benchmark, having regard to the reputation, character, financial integrity and reliability of the corporation or its officers, employees or substantial shareholders; ( k ) the Authority is not satisfied as to — (i) the financial standing of the corporation or any of its substantial shareholders; or (ii) the manner in which the business of the corporation is to be conducted, or the operations of the corporation are to be conducted, in relation to administering a designated benchmark; ( l ) the Authority is not satisfied as to the record of past performance or expertise of the corporation, having regard to the nature of the business or operations which the corporation may carry on or conduct in connection with administering a designated benchmark; ( m ) there are other circumstances which are likely to — (i) lead to improper conduct of business or operations by the corporation or any of its officers, employees or substantial shareholders; or (ii) reflect discredit on the manner of conducting the business or operations of the corporation or any of its substantial shareholders; ( n ) the Authority has reason to believe that the corporation, or any of its officers or employees, will not perform the activity of administering a designated benchmark, efficiently, honestly or fairly; ( o ) the Authority is of the opinion that it would be contrary to the interests of the public to authorise the corporation as an authorised benchmark administrator; or ( p ) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation. [4/2017] [Act 18 of 2022 wef 31/07/2024] (7) Subject to subsection (8), the Authority must not refuse to authorise a corporation as an authorised benchmark administrator under subsection (6) without giving the corporation an opportunity to be heard. [4/2017] (8) The Authority may refuse to authorise a corporation as an authorised benchmark administrator on any of the following grounds without giving the corporation an opportunity to be heard: ( a ) the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; ( b ) a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation; ( c ) the corporation has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 8 October 2018, involving fraud or dishonesty or the conviction for which involved a finding that the corporation had acted fraudulently or dishonestly; ( d ) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation. [4/2017] [Act 18 of 2022 wef 31/07/2024] (9) The Authority must give notice in the Gazette of any authorisation under subsection (1). [4/2017] (10) Any corporation that is aggrieved by a refusal of the Authority to grant an authorisation under subsection (1) may, within 30 days after the corporation is notified of the refusal, appeal to the Minister, whose decision is final. [4/2017] (11) Any authorised benchmark administrator who contravenes subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. [4/2017]


document_id: sfa-2001
provision_ref: s123G
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123G
title: Deposit to be lodged by corporation or authorised benchmark administrator
content:
123G. —(1) The Authority may require the corporation mentioned in section 123E(1) that has made an application under that provision to lodge with the Authority, at the time of its application and in such manner as the Authority may determine, a deposit of such amount as the Authority may prescribe by regulations made under section 123ZZA in respect of that authorisation and in such form as the Authority may specify. [4/2017] (2) The Authority may prescribe by regulations made under section 123ZZA the circumstances and purposes for the use of the deposit. [4/2017]


document_id: sfa-2001
provision_ref: s123H
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123H
title: False statements in relation to application for authorisation
content:
123H. Any person who, in connection with an application for authorisation as an authorised benchmark administrator — ( a ) without reasonable excuse, makes a statement which is false or misleading in a material particular; or ( b ) without reasonable excuse, omits to state any matter or thing without which the application is misleading in a material respect, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. [4/2017]


document_id: sfa-2001
provision_ref: s123I
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123I
title: Annual fees payable by authorised benchmark administrator
content:
123I. —(1) Every authorised benchmark administrator must pay to the Authority such annual fee as may be prescribed by regulations made under section 123ZZA, in such manner as the Authority may specify. [4/2017] (2) Subject to subsection (3), the Authority may, where it considers appropriate, refund or remit the whole or part of any annual fee paid to it. [4/2017] (3) The Authority need not refund any annual fee paid if — ( a ) the authorisation is revoked, suspended or withdrawn during the period to which the annual fee relates; ( b ) the authorised benchmark administrator ceases to carry on a business of administering a designated benchmark during the period to which the annual fee relates; or ( c ) a section 123ZZC prohibition order or an FSMA prohibition order has been made against the authorised benchmark administrator. [4/2017] [Act 18 of 2022 wef 31/07/2024] (4) Where an authorised benchmark administrator fails to pay the annual fee by the date on which such fee is due, the Authority may impose a late payment fee of an amount prescribed by regulations made under section 123ZZA for every day or part of a day that the payment is late and both fees are recoverable by the Authority as a judgment debt. [4/2017]


document_id: sfa-2001
provision_ref: s123J
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123J
title: Revocation, suspension or withdrawal of authorisation
content:
123J. —(1) The Authority may revoke the authorisation of a corporation as an authorised benchmark administrator under section 123F(1) if — ( a ) there exists a ground on which the Authority must refuse an application under section 123F(5) or may refuse an application under section 123F(6); ( b ) the corporation does not commence carrying out the activity of administering a designated benchmark within 12 months starting on the date on which it was granted the authorisation under section 123F(1); ( c ) the corporation ceases to carry on a business of administering a designated benchmark in respect of a particular designated benchmark, or where it administers more than one designated benchmark, in respect of all of its designated benchmarks; ( d ) where the corporation carries on a business of administering a designated benchmark only in respect of one designated benchmark, the Authority has withdrawn the designation of that designated benchmark under section 123C; ( e ) the Authority has reason to believe that the corporation has not acted in the best interests of the users of the designated benchmark or any class of users of the designated benchmark; ( f ) the Authority has reason to believe that the corporation, or any of its officers or employees, has not performed its or their duties efficiently, honestly or fairly; ( g ) the corporation has contravened any condition or restriction applicable in respect of its authorisation, any written direction issued to it by the Authority under this Act, or any provision of this Act; ( h ) it appears to the Authority that the corporation has failed to satisfy any of its obligations in compliance with, under or arising from — (i) this Act; or (ii) any written direction issued by the Authority under this Act; ( i ) the Authority has reason to believe that the corporation is carrying out the activity of administering a designated benchmark in a manner that is contrary to the interests of the public; ( j ) the corporation has provided any information or document to the Authority that is false or misleading; ( k ) the corporation fails to pay the annual fee mentioned in section 123I in the manner specified by the Authority; or ( l ) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation. [4/2017] [Act 18 of 2022 wef 31/07/2024] (2) The Authority may — ( a ) suspend the authorisation granted to an authorised benchmark administrator for a specific period instead of revoking it under subsection (1); and ( b ) at any time extend or revoke the suspension. [4/2017] (3) Subject to subsection (4), the Authority may, upon a written application made to it by an authorised benchmark administrator, in such form and manner as the Authority may specify, withdraw the authorisation of the authorised benchmark administrator. [4/2017] (4) The Authority may refuse to withdraw the authorisation of an authorised benchmark administrator under subsection (3) where the Authority is of the opinion that — ( a ) there is any matter concerning the corporation which should be investigated before the authorisation is withdrawn; or ( b ) the withdrawal of the authorisation would not be in the public interest. [4/2017] (5) Subject to subsection (6), the Authority must not — ( a ) revoke the authorisation granted to an authorised benchmark administrator under subsection (1); ( b ) suspend the authorisation granted to an authorised benchmark administrator under subsection (2); or ( c ) refuse the withdrawal of the authorisation granted to an authorised benchmark administrator under subsection (4), without giving the authorised benchmark administrator an opportunity to be heard. [4/2017] (6) The Authority may revoke or suspend the authorisation of a corporation as an authorised benchmark administrator without giving the corporation an opportunity to be heard on any of the following grounds: ( a ) the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; ( b ) a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation; ( c ) the corporation has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that the corporation had acted fraudulently or dishonestly; ( d ) where the corporation carries on a business of administering a designated benchmark only in respect of one designated benchmark, the Authority has withdrawn the designation of that designated benchmark under section 123C; ( e ) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation. [4/2017] [Act 18 of 2022 wef 31/07/2024] (7) Any corporation that is aggrieved by a decision of the Authority made in relation to the corporation under subsection (1), (2) or (4) may, within 30 days after the corporation is notified of the decision, appeal to the Minister, whose decision is final. [4/2017] (8) Despite the lodging of an appeal under subsection (7), any action taken by the Authority under this section continues to have effect pending the Minister’s decision. [4/2017] (9) The Minister may, when deciding an appeal under subsection (7), make such modification as he or she considers necessary to any action taken by the Authority under this section, and such modified action has effect starting on the date of the Minister’s decision. [4/2017] (10) Any revocation, suspension or withdrawal of the authorisation of a corporation as an authorised benchmark administrator does not operate so as to — ( a ) avoid or affect any agreement, transaction or arrangement entered into by the corporation, whether the agreement, transaction or arrangement was entered into before, on or after the revocation, suspension or withdrawal of the authorisation; or ( b ) affect any right, obligation or liability arising under any such agreement, transaction or arrangement. [4/2017] (11) The Authority must give notice in the Gazette of any revocation of authorisation under subsection (1), suspension of authorisation under subsection (2)( a ), extension or revocation of suspension of authorisation under subsection (2)( b ) or withdrawal of authorisation under subsection (3). [4/2017] Subdivision (2) &#x2014; Exempt benchmark administrator


document_id: sfa-2001
provision_ref: s123K
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123K
title: Power of Authority to exempt corporations from authorisation
content:
123K. —(1) The Authority may — ( a ) despite section 337(1), by regulations made under section 123ZZA exempt any corporation or class of corporations; or ( b ) on the application of any corporation, by written notice, exempt the corporation, from the requirement under section 123D(1) to be an authorised benchmark administrator. [4/2017] (2) The Authority may require a corporation to provide it with such information or documents as the Authority considers necessary in relation to an application made under subsection (1)( b ). [4/2017] (3) The Authority may by regulations, or by written notice, impose any conditions or restrictions on an exempt benchmark administrator in relation to its carrying out the activity of administering a designated benchmark or any related matter, including conditions or restrictions relating to — ( a ) the process for the determination of the designated benchmark; or ( b ) any other activities that the corporation may undertake. [4/2017] (4) The Authority may, at any time, by written notice to an exempt benchmark administrator under subsection (1)( b ), vary any condition or restriction mentioned in subsection (3) or impose any further condition or restriction relating to the exemption. [4/2017] (5) The Authority must give notice in the Gazette of any exemption under subsection (1)( b ). [4/2017] (6) An exempt benchmark administrator must comply with such conditions or restrictions imposed on it under subsection (3) or (4). [4/2017] (7) Any exempt benchmark administrator who contravenes any condition or restriction imposed under subsection (3) or (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. [4/2017]


document_id: sfa-2001
provision_ref: s123L
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123L
title: False statements in relation to application for exemption
content:
123L. Any person who, in connection with an application for exemption under section 123K(1)( b ) — ( a ) without reasonable excuse, makes a statement which is false or misleading in a material particular; or ( b ) without reasonable excuse, omits to state any matter or thing without which the application is misleading in a material respect, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. [4/2017]


document_id: sfa-2001
provision_ref: s123M
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123M
title: Annual fees payable by exempt benchmark administrator
content:
123M. —(1) Every exempt benchmark administrator must pay to the Authority such annual fee as may be prescribed by regulations made under section 123ZZA, in such manner as the Authority may specify. [4/2017] (2) Subject to subsection (3), the Authority may, where it considers appropriate, refund or remit the whole or part of any annual fee paid to it. [4/2017] (3) The Authority need not refund any annual fee paid if — ( a ) the exemption is revoked during the period in which the annual fee relates; ( b ) the exempt benchmark administrator ceases to carry on a business of administering a designated benchmark during the period to which the annual fee relates; or ( c ) a section 123ZZC prohibition order or an FSMA prohibition order has been made against the exempt benchmark administrator. [4/2017] [Act 18 of 2022 wef 31/07/2024] (4) Where an exempt benchmark administrator fails to pay the annual fee by the date on which such fee is due, the Authority may impose a late payment fee of an amount prescribed by regulations made under section 123ZZA for every day or part of a day that the payment is late and both fees are recoverable by the Authority as a judgment debt. [4/2017]


document_id: sfa-2001
provision_ref: s123N
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123N
title: Power to revoke exemption
content:
123N. —(1) The Authority may revoke any exemption granted to a corporation under section 123K(1) if — ( a ) the corporation does not commence carrying on a business of administering a designated benchmark in respect of a particular designated benchmark or, where it administers more than one designated benchmark, all of its designated benchmarks, within 12 months starting on the date on which it was granted the exemption; ( b ) the corporation ceases to carry on a business of administering a designated benchmark or, where it administers more than one designated benchmark, all of its designated benchmarks; ( c ) where the corporation carries on a business of administering a designated benchmark only in respect of one designated benchmark, the Authority has withdrawn the designation of that designated benchmark under section 123C; ( d ) the corporation contravenes any condition or restriction relating to the exemption, any direction issued to it by the Authority under this Act, or any provision of this Act; ( e ) the Authority is of the opinion that the corporation has carried out the activity of administering a designated benchmark in a manner that is contrary to the interests of a class, or classes, of users of a designated benchmark, or the interests of the public; ( f ) the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; ( g ) a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation; ( h ) the corporation has been convicted, whether in Singapore or elsewhere, of an offence, involving fraud or dishonesty, or the conviction for which involved a finding that the corporation had acted fraudulently or dishonestly; ( i ) the corporation has provided any information or document to the Authority that is false or misleading; ( j ) the corporation fails to pay the annual fee mentioned in section 123M; or ( k ) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation. [4/2017] [Act 18 of 2022 wef 31/07/2024] (2) Subject to subsection (3), the Authority must not revoke any exemption granted to a corporation under subsection (1) without giving the corporation an opportunity to be heard. [4/2017] (3) The Authority may revoke an exemption granted to a corporation on any of the following grounds without giving the corporation an opportunity to be heard: ( a ) the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; ( b ) a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect, of any property of the corporation; ( c ) the corporation has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that the corporation had acted fraudulently or dishonestly; ( d ) where the corporation carries on a business of administering a designated benchmark only in respect of one designated benchmark, the Authority has withdrawn the designation of that designated benchmark under section 123C; ( e ) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation. [4/2017] [Act 18 of 2022 wef 31/07/2024] (4) Any corporation that is aggrieved by a decision of the Authority made in relation to the corporation under subsection (1) may, within 30 days after the corporation is notified of the decision, appeal to the Minister whose decision is final. [4/2017] (5) Despite the lodging of an appeal under subsection (4), any action taken by the Authority under this section continues to have effect pending the Minister’s decision. [4/2017] (6) The Minister may, when deciding an appeal under subsection (4), make such modification as he or she considers necessary to any action taken by the Authority under this section, and such modified action has effect starting on the date of the Minister’s decision. [4/2017] (7) Any revocation of an exemption granted to any corporation does not operate so as to — ( a ) avoid or affect any agreement, transaction or arrangement entered into by the corporation, whether the agreement, transaction or arrangement was entered into before, on or after the revocation of the exemption; or ( b ) affect any right, obligation or liability arising under any such agreement, transaction or arrangement. [4/2017] (8) The Authority must give notice in the Gazette of any revocation of an exemption mentioned in subsection (1). [4/2017] Subdivision (3) &#x2014; Code on designated benchmark


document_id: sfa-2001
provision_ref: s123O
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123O
title: Code on designated benchmark
content:
123O. —(1) For the effective administration and control of designated benchmarks, every authorised benchmark administrator and exempt benchmark administrator must — ( a ) prepare and issue (in the manner specified by the Authority) a code in respect of each designated benchmark in respect of which it carries on a business of administering a designated benchmark (called in this Act a code on designated benchmark) that — (i) sets out the standards to be maintained by every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter, in relation to that designated benchmark; and (ii) complies with subsection (2); and ( b ) obtain the Authority’s written approval for the code on designated benchmark before that code on designated benchmark is issued. [4/2017] (2) A code on designated benchmark must deal with such matters as may be prescribed by regulations made under section 123ZZA or as may be specified by written notice to the authorised benchmark administrator or exempt benchmark administrator. [4/2017] (3) Every authorised benchmark administrator and exempt benchmark administrator must not amend a code on designated benchmark unless the authorised benchmark administrator and exempt benchmark administrator (as the case may be) — ( a ) complies with such requirements as may be prescribed by regulations made under section 123ZZA; ( b ) complies with such conditions or restrictions which the Authority may by written notice impose; and ( c ) obtains the Authority’s written approval to do so. [4/2017] (4) In this section, the reference to an amendment to a code on designated benchmark is to be construed as a reference to a change to any of the following: ( a ) the scope of the code on designated benchmark; ( b ) any requirement, obligation or restriction under the code on designated benchmark, whether the change is made by an alteration to the text of the code on designated benchmark, or by any other notice issued by or on behalf of the authorised benchmark administrator or exempt benchmark administrator (as the case may be) modifying the meaning or interpretation of the code on designated benchmark. [4/2017] (5) Every authorised benchmark administrator and exempt benchmark administrator must, in respect of each code on designated benchmark that it issues — ( a ) ensure that the code on designated benchmark takes into account the practices and developments in the market; and ( b ) enforce compliance with the code on designated benchmark. [4/2017] (6) Every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter must, in respect of its business or activity of providing information in relation to a designated benchmark, comply with the code on designated benchmark issued by the authorised benchmark administrator or exempt benchmark administrator, as the case may be. [4/2017] (7) Without affecting section 123ZL, every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter must have systems and controls in place to ensure compliance with each code on designated benchmark that it is required to comply with under subsection (6). [4/2017] (8) Any authorised benchmark administrator or exempt benchmark administrator which contravenes subsection (1), (2), (3) or (5) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. [4/2017] (9) Any authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter which contravenes subsection (7) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [4/2017] (10) Despite subsection (6), a failure of any authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter to comply with a code on designated benchmark does not of itself render that authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter (as the case may be) liable to criminal proceedings but any such failure may be relied upon by any party in any proceedings (whether civil or criminal) as tending to establish or negate any liability which is in question in those proceedings. [4/2017] Subdivision (4) &#x2014; Obligations of authorised benchmark
administrators and exempt benchmark administrators


document_id: sfa-2001
provision_ref: s123P
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123P
title: General obligations
content:
123P. —(1) Every authorised benchmark administrator and exempt benchmark administrator must, for every designated benchmark in respect of which it carries on a business of administering a designated benchmark — ( a ) manage any risks associated with its business and operations prudently; ( b ) ensure that the systems and controls concerning its performing the activity of administering a designated benchmark are adequate and appropriate for the scale and nature of its operations; ( c ) have sufficient financial, human and system resources — (i) to carry on a business of administering a designated benchmark; and (ii) to meet contingencies or disasters; ( d ) maintain governance arrangements that are adequate for the designated benchmark to be determined in a fair and efficient manner; and ( e ) ensure that it appoints or employs fit and proper persons as its chairperson, chief executive officer, directors and key management officers. [4/2017] (2) In subsection (1)( c ), “contingencies or disasters” includes technical disruptions occurring within automated systems. [4/2017]


document_id: sfa-2001
provision_ref: s123Q
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123Q
title: Obligation to notify Authority of certain matters
content:
123Q. —(1) Every authorised benchmark administrator and exempt benchmark administrator must, as soon as practicable after the occurrence of any of the following circumstances, notify the Authority of the circumstance: ( a ) any material change to the information provided by the authorised benchmark administrator or the exempt benchmark administrator, in its application under section 123E(1) or 123K(1)( b ) respectively; ( b ) the carrying on of any business (called in this section a proscribed business) by the authorised benchmark administrator or exempt benchmark administrator (as the case may be) other than such business or such class of businesses as the Authority may prescribe by regulations made under section 123ZZA; ( c ) the acquisition by the authorised benchmark administrator or exempt benchmark administrator (as the case may be) of a substantial shareholding in a corporation (called in this section a proscribed corporation) that carries on any business other than such business or such class of businesses as the Authority may prescribe by regulations made under section 123ZZA; ( d ) any failure of an authorised benchmark submitter, an exempt benchmark submitter or a designated benchmark submitter (as the case may be) to comply with the code on designated benchmark of the authorised benchmark administrator or exempt benchmark administrator; ( e ) any other matter that the Authority may — (i) prescribe by regulations made under section 123ZZA for the purposes of this paragraph; or (ii) specify by written notice, to the authorised benchmark administrator or exempt benchmark administrator, as the case may be. [4/2017] (2) Without limiting section 123ZZB(1), the Authority may, at any time after receiving a notification mentioned in subsection (1), issue directions to the authorised benchmark administrator or exempt benchmark administrator (as the case may be) — ( a ) where the notice relates to a matter mentioned in subsection (1)( b ) — (i) to cease carrying on the proscribed business; or (ii) to carry on the proscribed business subject to such conditions or restrictions as the Authority may impose; or ( b ) where the notice relates to a matter mentioned in subsection (1)( c ) — (i) to dispose all or any part of its shareholding in the proscribed corporation within such time and subject to such conditions as specified in the directions; or (ii) to exercise or not to exercise its rights relating to such shareholding subject to such conditions or restrictions as the Authority may impose, if the Authority is of the opinion that such exercise or non‑exercise of rights is in the interests of a class, or classes, of users of a designated benchmark, or in the interests of the public or a section of the public. [4/2017] (3) An authorised benchmark administrator or an exempt benchmark administrator must comply with every direction issued to it under subsection (2) despite anything to the contrary in the Companies Act 1967 or any other law. [4/2017] (4) An authorised benchmark administrator or an exempt benchmark administrator must notify the Authority of any matter that the Authority may prescribe by regulations made under section 123ZZA for the purposes of this subsection, no later than such time as the Authority may prescribe by those regulations. [4/2017] (5) An authorised benchmark administrator or an exempt benchmark administrator must notify the Authority of any matter that the Authority may specify by written notice to the authorised benchmark administrator or an exempt benchmark administrator (as the case may be) no later than such time as the Authority may specify in that notice. [4/2017]


document_id: sfa-2001
provision_ref: s123R
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123R
title: Obligation to maintain proper records
content:
123R. —(1) Every authorised benchmark administrator and exempt benchmark administrator must maintain a record of the following in respect of a designated benchmark administered by it: ( a ) all information or expressions of opinion used for the purposes of determining the designated benchmark; ( b ) the manner in which the formula or other methods of calculation is applied to the information or expressions of opinion mentioned in paragraph ( a ) in determining the designated benchmark; ( c ) such other matters as the Authority may prescribe by regulations made under section 123ZZA. [4/2017] (2) The record mentioned in subsection (1) must be kept for such period, and in such form and manner, as may be prescribed by regulations made under section 123ZZA. [4/2017]


document_id: sfa-2001
provision_ref: s123S
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123S
title: Obligation to submit periodic reports
content:
123S. Every authorised benchmark administrator and exempt benchmark administrator must submit to the Authority such reports in such form, manner and frequency as the Authority may prescribe by regulations made under section 123ZZA. [4/2017]


document_id: sfa-2001
provision_ref: s123T
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123T
title: Notification of change of particulars
content:
123T. Where — ( a ) an authorised benchmark administrator or exempt benchmark administrator ceases to carry on a business of administering a designated benchmark; or ( b ) a change occurs in any matter records of which are required by section 123U(1) to be kept in relation to the authorised benchmark administrator or exempt benchmark administrator, the authorised benchmark administrator or exempt benchmark administrator (as the case may be) must, not later than 14 days after the occurrence of the event, provide particulars of the event to the Authority in the form and manner prescribed by regulations made under section 123ZZA. [4/2017]


document_id: sfa-2001
provision_ref: s123U
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123U
title: Records of authorised benchmark administrators and exempt benchmark administrators
content:
123U. —(1) The Authority must keep records of every authorised benchmark administrator and exempt benchmark administrator, setting out the following information of each authorised benchmark administrator and exempt benchmark administrator: ( a ) the name of the authorised benchmark administrator or exempt benchmark administrator; ( b ) the address of the principal place at which the authorised benchmark administrator or exempt benchmark administrator carries on a business of administering a designated benchmark; ( c ) where the business is carried on under a name or style other than the name of the authorised benchmark administrator or exempt benchmark administrator (as the case may be) the name or style under which the business is carried on; ( d ) such other information as may be prescribed by regulations made under section 123ZZA. [4/2017] (2) The Authority may publish the information mentioned in subsection (1) or any part of that information in any form and manner. [4/2017]


document_id: sfa-2001
provision_ref: s123V
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123V
title: Obligation to assist Authority
content:
123V. Every authorised benchmark administrator and exempt benchmark administrator must provide such assistance to the Authority as the Authority may require for the performance of the functions and duties of the Authority, including — ( a ) the submission of returns; and ( b ) the provision of books and information — (i) relating to the business of the authorised benchmark administrator or exempt benchmark administrator, as the case may be; or (ii) in respect of a designated benchmark administered by it. [4/2017]


document_id: sfa-2001
provision_ref: s123W
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123W
title: Penalties under this Subdivision
content:
123W. Any authorised benchmark administrator or exempt benchmark administrator which contravenes section 123P, 123Q, 123R, 123S, 123T or 123V shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction. [4/2017] Subdivision (5) &#x2014; Matters requiring approval of Authority


document_id: sfa-2001
provision_ref: s123X
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123X
title: Approval of chief executive officer and director of authorised benchmark administrator
content:
123X. —(1) Subject to subsection (3), an authorised benchmark administrator must not — ( a ) appoint a person as its chief executive officer or director; or ( b ) change the nature of the appointment of a person as a director from one that is non‑executive to one that is executive, unless the authorised benchmark administrator has obtained the approval of the Authority. [4/2017] (2) Where an authorised benchmark administrator has obtained the approval of the Authority to appoint a person as its chief executive officer or director under subsection (1)( a ), the person may be re‑appointed as chief executive officer or director (as the case may be) of the authorised benchmark administrator immediately upon the expiry of the earlier term without the approval of the Authority. [4/2017] (3) Subsection (1) does not apply to the appointment of a person as a director of a foreign company, or the change in the nature of the appointment of a person as a director of a foreign company if, at the time of the appointment or change, the person — ( a ) does not reside in Singapore; and ( b ) is not directly responsible for its carrying out the activity of administering a designated benchmark or any part of the activity of administering a designated benchmark. [4/2017] (4) Without affecting any other matter that the Authority may consider relevant, the Authority may, in determining whether to grant its approval under subsection (1), have regard to such criteria as may be prescribed by regulations made under section 123ZZA or notified to the authorised benchmark administrator. [4/2017] (5) Subject to subsection (6), the Authority must not refuse an application for approval under subsection (1) without giving the authorised benchmark administrator an opportunity to be heard. [4/2017] (6) The Authority may refuse an application for approval under subsection (1) on any of the following grounds without giving the authorised benchmark administrator an opportunity to be heard: ( a ) the person is an undischarged bankrupt, whether in Singapore or elsewhere; ( b ) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the person; [Act 18 of 2022 wef 31/07/2024] ( c ) the person has been convicted, whether in Singapore or elsewhere, of an offence — (i) involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly; and (ii) punishable with imprisonment for a term of 3 months or more. [4/2017] (7) Where the Authority refuses an application for approval under subsection (1), the Authority need not give the person who was proposed to be appointed an opportunity to be heard. [4/2017] (8) Without affecting the Authority’s power to impose conditions or restrictions under section 123F(2), the Authority may, at any time by written notice to the authorised benchmark administrator, impose on it a condition requiring it to notify the Authority of a change to any specified attribute (such as residence and nature of appointment) of its chief executive officer or director, and vary any such condition. [4/2017] (9) Any authorised benchmark administrator which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $200,000 and, in the case of a continuing offence, to a further fine not exceeding $20,000 for every day or part of a day during which the offence continues after conviction. [4/2017] (10) Any authorised benchmark administrator which contravenes any condition imposed under subsection (8) shall be guilty of an offence. [4/2017]


document_id: sfa-2001
provision_ref: s123Y
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123Y
title: Removal of officer of authorised benchmark administrator
content:
123Y. —(1) Despite the provisions of any other written law — ( a ) an authorised benchmark administrator must not, without the prior written consent of the Authority, permit a person to act as its executive officer; and ( b ) an authorised benchmark administrator that is incorporated in Singapore must not, without the prior written consent of the Authority, permit a person to act as its director, if the person — ( c ) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 8 October 2018, being an offence — (i) involving fraud or dishonesty; (ii) the conviction for which involved a finding that he or she had acted fraudulently or dishonestly; or (iii) that is specified in the Third Schedule to the Registration of Criminals Act 1949; ( d ) is an undischarged bankrupt, whether in Singapore or elsewhere; ( e ) has had an enforcement order against him or her in respect of a judgment debt returned unsatisfied in whole or in part; [Act 25 of 2021 wef 01/04/2022] ( f ) has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his or her creditors, being a compromise or scheme of arrangement that is still in operation; ( g ) has had a related Acts prohibition order, a section 101A prohibition order, a section 123ZZC prohibition order or an FSMA prohibition order made against him or her that remains in force; or [Act 18 of 2022 wef 31/07/2024] ( h ) 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. [4/2017] (2) Despite the provisions of any other written law, where the Authority is satisfied that a director of an authorised benchmark administrator that is incorporated in Singapore, or an executive officer of an authorised benchmark administrator — ( a ) has wilfully contravened or wilfully caused the authorised benchmark administrator to contravene any provision of this Act; ( b ) has, without reasonable excuse, failed to secure the compliance of the authorised benchmark administrator with this Act, the Monetary Authority of Singapore Act 1970 or any of the written laws set out in the Schedule to that Act; or ( c ) has failed to discharge any of the duties of his or her office, the Authority may, if it thinks it necessary in the interests of the public or a section of the public, or a class or classes of users of a designated benchmark, by written notice to the authorised benchmark administrator, direct the authorised benchmark administrator to remove the director or executive officer (as the case may be) from his or her office or employment within such period as the Authority may specify in the notice, and the authorised benchmark administrator must comply with the notice. [4/2017] (3) Without affecting any other matter that the Authority may consider relevant, the Authority may, when determining whether a director or an executive officer of an authorised benchmark administrator has failed to discharge the duties of his or her office for the purposes of subsection (2)( c ), have regard to such criteria as may be prescribed by regulations made under section 123ZZA or notified to the authorised benchmark administrator. [4/2017] (4) The Authority must not direct an authorised benchmark administrator to remove a person from the person’s office under subsection (2) without giving the authorised benchmark administrator an opportunity to be heard. [4/2017] (5) Where the Authority directs an authorised benchmark administrator to remove a person from the person’s office or employment under subsection (2), the Authority need not give that person an opportunity to be heard. [4/2017] (6) No criminal or civil liability is incurred by — ( a ) an authorised benchmark administrator; or ( b ) any person acting on behalf of an authorised benchmark administrator, in respect of anything done (including any statement made) or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of its obligations under this section. [4/2017] (7) Any authorised benchmark administrator which contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. [4/2017] (8) [ Deleted by Act 12 of 2024 wef 30/08/2024 ]


document_id: sfa-2001
provision_ref: s123Z
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123Z
title: Control of take‑over of authorised benchmark administrator
content:
123Z. —(1) This section applies to all individuals whether resident in Singapore or not and whether citizens of Singapore or not, and to all bodies corporate or unincorporate, whether incorporated or carrying on business in Singapore or not. [4/2017] (2) A person must not enter into any arrangement in relation to shares in an authorised benchmark administrator that is a company by virtue of which the person would, if the arrangement is carried out, obtain effective control of the authorised benchmark administrator, unless the person has obtained the prior approval of the Authority to the person’s entering into the arrangement. [4/2017] (3) An application for the Authority’s approval under subsection (2) must be made in writing, and the Authority may approve the application if the Authority is satisfied that — ( a ) the applicant is a fit and proper person to have effective control of the authorised benchmark administrator; ( b ) having regard to the applicant’s likely influence, the authorised benchmark administrator is likely to continue to carry on a business of administering a designated benchmark prudently and comply with the provisions of this Act and directions made thereunder; and ( c ) the applicant satisfies such other criteria as may be prescribed by regulations made under section 123ZZA or as the Authority may specify in written directions. [4/2017] (4) Any approval under subsection (3) may be granted to the applicant subject to such conditions as the Authority may determine, including any condition — ( a ) restricting the applicant’s disposal or further acquisition of shares or voting power in the authorised benchmark administrator; or ( b ) restricting the applicant’s exercise of voting power in the authorised benchmark administrator, and the applicant must comply with such conditions. [4/2017] (5) Any condition imposed under subsection (4) has effect despite any provision of the Companies Act 1967 or anything contained in the constitution of the authorised benchmark administrator. [4/2017] (6) For the purposes of this section and section 123ZA — ( a ) a reference to a person entering into an arrangement in relation to shares includes — (i) entering into an agreement or any formal or informal scheme, arrangement or understanding, to acquire those shares; (ii) making or publishing a statement, however expressed, that expressly or impliedly invites the holder of those shares to offer to dispose of the holder’s shares to the first person; (iii) the first person obtaining a right to acquire shares under an option, or to have shares transferred to the first person or to the first person’s order, whether the right is exercisable presently or in the future and whether on fulfilment of a condition or not; and (iv) becoming a trustee of a trust in respect of those shares; ( b ) a person is regarded as obtaining effective control of the authorised benchmark administrator by virtue of an arrangement if the person alone or acting together with any connected person would, if the arrangement is carried out — (i) acquire or hold, directly or indirectly, 20% or more of the issued share capital of the authorised benchmark administrator; or (ii) control, directly or indirectly, 20% or more of the voting power in the authorised benchmark administrator; and ( c ) a reference to the voting power in the authorised benchmark administrator is a reference to the total number of votes that may be cast in a general meeting of the authorised benchmark administrator. [4/2017] (7) Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both. [4/2017]


document_id: sfa-2001
provision_ref: s123ZA
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZA
title: Objection to control of authorised benchmark administrator
content:
123ZA. —(1) The Authority may serve a written notice of objection on — ( a ) any person required to obtain the Authority’s approval or who has obtained the approval under section 123Z; or ( b ) any person who, whether before, on or after 8 October 2018, either alone or together with any connected person, holds, directly or indirectly, 20% or more of the issued share capital of the authorised benchmark administrator or controls, directly or indirectly, 20% or more of the voting power in the authorised benchmark administrator, if the Authority is satisfied that — ( c ) any condition of approval imposed on the person under section 123Z(4) has not been complied with; ( d ) the person is not or ceases to be a fit and proper person to have effective control of the authorised benchmark administrator; ( e ) having regard to the likely influence of the person, the authorised benchmark administrator is not able to or is no longer likely to conduct the activity of administering a designated benchmark prudently or to comply with the provisions of this Act or any direction made thereunder; ( f ) the person does not or ceases to satisfy such criteria as may be prescribed by regulations made under section 123ZZA; ( g ) the person has provided false or misleading information or documents in connection with an application under section 123Z; or ( h ) the Authority would not have granted its approval under section 123Z had it been aware, at that time, of circumstances relevant to the person’s application for such approval. [4/2017] (2) The Authority must not serve a notice of objection on any person without giving the person an opportunity to be heard, except in the following circumstances: ( a ) the person is in the course of being wound up or otherwise dissolved or, in the case of an individual, is an undischarged bankrupt whether in Singapore or elsewhere; ( b ) a receiver, a receiver and manager, a judicial manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the person; ( c ) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the person; [Act 18 of 2022 wef 31/07/2024] ( d ) the person has been convicted, whether in Singapore or elsewhere, of any offence involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly. [4/2017] (3) The Authority must, in any written notice of objection, specify a reasonable period within which the person to be served the written notice of objection must — ( a ) take such steps as are necessary to ensure that the person ceases to be a party to the arrangement described in section 123Z(2), ceases to hold 20% or more of the issued share capital of the authorised benchmark administrator in the manner described in subsection (1)( b ), or ceases to control 20% or more of the voting power in the authorised benchmark administrator in the manner described in subsection (1)( b ); or ( b ) comply with such other requirements as the Authority may specify in written directions. [4/2017] (4) Any person served with a notice of objection under this section must comply with the notice. [4/2017] (5) Any person who contravenes subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both. [4/2017]


document_id: sfa-2001
provision_ref: s123ZB
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZB
title: Appeals
content:
123ZB. Any authorised benchmark administrator who is aggrieved by — ( a ) the refusal of the Authority to grant an approval to the authorised benchmark administrator to appoint a person as its chief executive officer or director; or ( b ) the direction of the Authority to the authorised benchmark administrator to remove an officer from office or employment, may within 30 days after it is notified of the decision of the Authority, appeal to the Minister whose decision is final. [4/2017] Division 3 &#x2014; Benchmark Submitters of Designated
Benchmarks Subdivision (1) &#x2014; Authorised benchmark submitter


document_id: sfa-2001
provision_ref: s123ZC
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZC
title: Requirement for authorisation
content:
123ZC. —(1) Subject to section 123ZH(1), no person may, as principal or agent, carry on a business or activity of providing information in relation to a designated benchmark unless the person is — ( a ) an authorised benchmark submitter; or ( b ) a designated benchmark submitter. [4/2017] (2) Any person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction. [4/2017]


document_id: sfa-2001
provision_ref: s123ZD
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZD
title: Application for authorisation
content:
123ZD. —(1) A corporation may apply to the Authority to be authorised as an authorised benchmark submitter. [4/2017] (2) An application made under subsection (1) must be — ( a ) made in such form and manner as the Authority may specify; and ( b ) accompanied by a non‑refundable application fee of an amount prescribed by regulations made under section 123ZZA, which must be paid in the manner specified by the Authority. [4/2017] (3) The Authority may require an applicant to provide it with such information or documents as the Authority considers necessary in relation to the application. [4/2017]


document_id: sfa-2001
provision_ref: s123ZE
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZE
title: Power of Authority to authorise benchmark submitters
content:
123ZE. —(1) Where a corporation mentioned in section 123ZD(1) has made an application under that provision, the Authority may authorise the corporation as an authorised benchmark submitter. [4/2017] (2) The Authority may authorise a corporation as an authorised benchmark submitter under subsection (1) subject to such conditions or restrictions as the Authority may impose by written notice, including conditions or restrictions, either of a general or specific nature, relating to the activities that the corporation may undertake. [4/2017] (3) The Authority may, at any time, by written notice to the authorised benchmark submitter, vary any condition or restriction or impose any further condition or restriction. [4/2017] (4) An authorised benchmark submitter must, for the duration of the authorisation, satisfy every condition or restriction that may be imposed on it under subsections (2) and (3). [4/2017] (5) Subject to regulations made under this Act, the Authority may refuse to authorise a corporation as an authorised benchmark submitter if — ( a ) the corporation has not provided the Authority with such information, as the Authority may require, relating to — (i) the corporation or any person employed by or associated with the corporation for the purposes of the corporation’s business or operations; or (ii) any circumstances likely to affect the corporation’s manner of conducting business or operations; ( b ) any information or document provided by the corporation to the Authority is false or misleading; ( c ) the corporation or a substantial shareholder of the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; ( d ) an enforcement order against the corporation or a substantial shareholder of the corporation in respect of a judgment debt has been returned unsatisfied in whole or in part; [Act 25 of 2021 wef 01/04/2022] ( e ) a receiver, a receiver and manager, judicial manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to, or in respect of, any property of the corporation or a substantial shareholder of the corporation; ( f ) the corporation or a substantial shareholder of the corporation has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with the creditors of the corporation or substantial shareholder (as the case may be) being a compromise or scheme of arrangement that is still in operation; ( g ) the corporation, a substantial shareholder of the corporation or any officer of the corporation — (i) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 8 October 2018, involving fraud or dishonesty or the conviction for which involved a finding that the corporation, shareholder or officer (as the case may be) had acted fraudulently or dishonestly; or (ii) has been convicted of an offence under this Act committed before, on or after 8 October 2018; ( h ) the corporation fails to satisfy the Authority that the corporation is a fit and proper person or that all of its officers, employees and substantial shareholders are fit and proper persons; ( i ) the Authority has reason to believe that the corporation may not be able to act in the best interests of a class or classes of users of the designated benchmark having regard to the reputation, character, financial integrity and reliability of the corporation or its officers, employees or substantial shareholders; ( j ) the Authority is not satisfied as to — (i) the financial standing of the corporation or any of its substantial shareholders; or (ii) the manner in which the business of the corporation is to be conducted, or the operations of the corporation are to be conducted, in relation to the activity of providing information in relation to a designated benchmark; ( k ) the Authority is not satisfied as to the record of past performance or expertise of the corporation in providing information in relation to a designated benchmark, having regard to the nature of the business or operations which the corporation may carry on or conduct in connection with providing information in relation to a designated benchmark; ( l ) there are other circumstances which are likely to — (i) lead to improper conduct of business or operations by the corporation or any of its officers, employees or substantial shareholders; or (ii) reflect discredit on the manner of conducting the business or operations of the corporation or any of its substantial shareholders; ( m ) the Authority has reason to believe that the corporation will not carry on a business or activity of providing information in relation to a designated benchmark efficiently, honestly or fairly, or that any of the officers or employees of the corporation will not act efficiently, honestly or fairly in relation to such business; ( n ) the Authority is of the opinion that it would be contrary to the interests of the public to authorise the corporation as an authorised benchmark submitter; or ( o ) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation. [4/2017] [Act 18 of 2022 wef 31/07/2024] (6) Subject to subsection (7), the Authority must not refuse to authorise a corporation as an authorised benchmark submitter without giving the corporation an opportunity to be heard. [4/2017] (7) The Authority may refuse to authorise a corporation as an authorised benchmark submitter on any of the following grounds without giving the corporation an opportunity to be heard: ( a ) the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; ( b ) a receiver, a receiver and manager or a person in an equivalent capacity has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the corporation; ( c ) the corporation has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 8 October 2018, involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly; ( d ) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation. [4/2017] [Act 18 of 2022 wef 31/07/2024] (8) Any corporation that is aggrieved by a refusal of the Authority to grant an authorisation under subsection (1) may, within 30 days after the corporation is notified of the refusal, appeal to the Minister whose decision is final. [4/2017] (9) Any authorised benchmark submitter that contravenes subsection (4) shall be guilty of an offence. [4/2017]


document_id: sfa-2001
provision_ref: s123ZF
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZF
title: False statements in relation to application for authorisation
content:
123ZF. Any person who, in connection with an application for authorisation as an authorised benchmark submitter — ( a ) without reasonable excuse, makes a statement which is false or misleading in a material particular; or ( b ) without reasonable excuse, omits to state any matter or thing without which the application is misleading in a material respect, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. [4/2017]


document_id: sfa-2001
provision_ref: s123ZG
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZG
title: Revocation, suspension or withdrawal of authorisation
content:
123ZG. —(1) The Authority may revoke the authorisation of a corporation as an authorised benchmark submitter under section 123ZE(1) if — ( a ) there exists a ground on which the Authority may refuse an application under section 123ZE(5); ( b ) the corporation does not commence providing information in relation to a designated benchmark within 12 months starting on the date on which it was granted the authorisation under section 123ZE(1); ( c ) the corporation ceases to carry on a business or activity of providing information in relation to a designated benchmark; ( d ) where the corporation carries on a business or activity of providing information in relation to a designated benchmark, the Authority has withdrawn the designation of that designated benchmark under section 123C; ( e ) where the corporation carries on a business or activity of providing information in relation to a designated benchmark in respect of more than one designated benchmark, the Authority has withdrawn the designation of all of those designated benchmarks under section 123C; ( f ) the Authority has reason to believe that the corporation, or any of its officers or employees, has not performed its or their duties efficiently, honestly or fairly; ( g ) the corporation has contravened any condition or restriction applicable in respect of its authorisation, any written direction issued to it by the Authority under this Act, or any provision of this Act, or has failed to comply with any principle or rule under the code on designated benchmark of the authorised benchmark administrator or exempt benchmark administrator to which it provides information; ( h ) it appears to the Authority that the corporation has failed to satisfy any of its obligations in compliance with, under or arising from — (i) this Act; or (ii) any written direction issued by the Authority under this Act; ( i ) the Authority has reason to believe that the corporation is carrying on a business or activity of providing information in relation to a designated benchmark in a manner that is contrary to the interests of the public or a section of the public; ( j ) the corporation has provided any information or document to the Authority that is false or misleading; or ( k ) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation. [4/2017] [Act 18 of 2022 wef 31/07/2024] (2) The Authority may — ( a ) suspend the authorisation granted to an authorised benchmark submitter for a specific period instead of revoking it under subsection (1); and ( b ) at any time extend or revoke the suspension. [4/2017] (3) Subject to subsection (4), the Authority, may upon a written application made to it by an authorised benchmark submitter, in such form and manner as the Authority may specify, withdraw the authorisation of the authorised benchmark submitter. [4/2017] (4) The Authority may refuse to withdraw the authorisation of an authorised benchmark submitter under subsection (3) where the Authority is of the opinion that — ( a ) there is any matter concerning the corporation which should be investigated before the authorisation is withdrawn; or ( b ) the withdrawal of the authorisation would not be in the public interest. [4/2017] (5) Subject to subsection (6), the Authority must not — ( a ) revoke the authorisation granted to an authorised benchmark submitter under subsection (1); ( b ) suspend the authorisation granted to an authorised benchmark submitter under subsection (2); or ( c ) refuse the withdrawal of the authorisation granted to an authorised benchmark submitter under subsection (4), without giving the authorised benchmark submitter an opportunity to be heard. [4/2017] (6) The Authority may revoke or suspend the authorisation of a corporation as an authorised benchmark submitter without giving the corporation an opportunity to be heard on any of the following grounds: ( a ) the corporation is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; ( b ) a receiver, a receiver and manager or an equivalent person has been appointed, whether in Singapore or elsewhere, for or in respect of any property of the corporation; ( c ) the corporation has been convicted, whether in Singapore or elsewhere, of an offence involving fraud or dishonesty or the conviction for which involved a finding that it had acted fraudulently or dishonestly; ( d ) the Authority has withdrawn the designation of the designated benchmark under section 123C; ( e ) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the corporation. [4/2017] [Act 18 of 2022 wef 31/07/2024] (7) Any corporation that is aggrieved by a decision of the Authority made in relation to the corporation under subsection (1), (2) or (4) may, within 30 days after the corporation is notified of the decision, appeal to the Minister whose decision is final. [4/2017] (8) Despite the lodging of an appeal under subsection (7), any action taken by the Authority under this section continues to have effect pending the Minister’s decision. [4/2017] (9) The Minister may, when deciding an appeal under subsection (7), make such modification as he or she considers necessary to any action taken by the Authority under this section, and such modified action has effect starting on the date of the Minister’s decision. [4/2017] Subdivision (2) &#x2014; Exempt benchmark submitter


document_id: sfa-2001
provision_ref: s123ZH
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZH
title: Exemptions from requirement to be authorised as authorised benchmark submitter
content:
123ZH. —(1) The following persons are exempt from section 123ZC(1): ( a ) any bank licensed under the Banking Act 1970; ( b ) any merchant bank licensed under the Banking Act 1970; ( c ) any finance company licensed under the Finance Companies Act 1967; ( d ) any company or co‑operative society licensed under the Insurance Act 1966; ( e ) any approved exchange, recognised market operator or approved holding company; ( f ) any approved clearing house or recognised clearing house; ( g ) any holder of a capital markets services licence; ( h ) any authorised benchmark administrator; ( i ) any financial adviser licensed under the Financial Advisers Act 2001; ( j ) such other person or class of persons as the Authority may exempt by regulations made under section 337. [4/2017; 1/2020] (2) The Authority may by regulations made under section 123ZZA or by written notice impose conditions or restrictions on an exempt person in relation to the business or activity of providing information in relation to a designated benchmark or any related matter and the exempt person must comply with such conditions or restrictions. [4/2017] (3) Any exempt person who contravenes any condition or restriction imposed under subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [4/2017] (4) The Authority may revoke an exemption granted to any person under this section — ( a ) if the person contravenes any provision of this Act which is applicable to it or any condition or restriction imposed on it under subsection (2); ( b ) if the person contravenes any direction issued to it under section 123ZZB; ( c ) if the person has failed to comply with any principle or rule under the code on designated benchmark; ( d ) where the person carries on a business or activity of providing information in relation to a particular designated benchmark, if the Authority has withdrawn the designation of that designated benchmark under section 123C; ( e ) where the person carries on a business or activity of providing information in relation to a designated benchmark in respect of more than one designated benchmark, the Authority has withdrawn the designation of all of those designated benchmarks under section 123C; or ( f ) if the Authority considers that the person is carrying on a business or activity of providing information in relation to a designated benchmark in a manner that is, in the opinion of the Authority, contrary to the interests of a class, or classes, of users of a designated benchmark, or the interests of the public. [4/2017] (5) Where the Authority revokes an exemption granted to any person under this section, the Authority need not give the person an opportunity to be heard. [4/2017] (6) A person who is aggrieved by a decision of the Authority made under subsection (4) may, within 30 days after it is notified of the decision of the Authority, appeal to the Minister whose decision is final. [4/2017] Subdivision (3) &#x2014; Designated benchmark submitter


document_id: sfa-2001
provision_ref: s123ZI
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZI
title: Power of Authority to designate benchmark submitters
content:
123ZI. —(1) The Authority may, by order in the Gazette , designate any of the following persons as a designated benchmark submitter in relation to a designated benchmark: ( a ) a bank licensed under the Banking Act 1970; ( b ) a recognised market operator; ( c ) a holder of a capital markets services licence; ( d ) an exempt person; ( e ) a person who belongs to such class of persons which is prescribed by regulations made under section 123ZZA, being a class of persons that the Authority believes on reasonable grounds is capable of providing information in relation to a designated benchmark. [4/2017] (2) For the purposes of subsection (1), in deciding whether to designate a person as a designated benchmark submitter in respect of a designated benchmark, the Authority must have regard to — ( a ) the robustness of the designated benchmark; ( b ) the extent to which the information or expressions of opinion which the person is able to provide in relation to the designated benchmark is or is likely to be necessary for the functionality of the market or markets in which the designated benchmark is used for reference; ( c ) the size and extent of the person’s actual and potential participation in the market that the designated benchmark seeks to measure, and the extent to which such actual or potential participation is or is likely to be material to the determination of the designated benchmark; ( d ) the quality of the information or expressions of opinion which the person is able to provide to enable an authorised benchmark administrator or exempt benchmark administrator to determine the designated benchmark; ( e ) the selection criteria of the authorised benchmark administrator or exempt benchmark administrator, in relation to the benchmark submitters of a designated benchmark; and ( f ) such other factors as the Authority considers relevant. [4/2017] (3) The Authority must not exercise its powers under subsection (1) without giving the person concerned an opportunity to be heard. [4/2017] (4) A person who is aggrieved by the exercise of the Authority’s powers under subsection (1) may, within 30 days after the date the order under subsection (1) is published, appeal to the Minister whose decision is final. [4/2017] (5) Despite the lodging of an appeal under subsection (4), a person designated by the Authority under subsection (1) is treated as a designated benchmark submitter pending the Minister’s decision. [4/2017] (6) A designated benchmark submitter is not obliged to disclose any information to an authorised benchmark administrator or exempt benchmark administrator if the designated benchmark submitter is prohibited by any written law from disclosing such information. [4/2017] (7) The Authority may, by order in the Gazette , withdraw the designation of any designated benchmark submitter at any time if the Authority is of the opinion that the considerations in subsection (2) are no longer valid or satisfied. [4/2017]


document_id: sfa-2001
provision_ref: s123ZJ
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZJ
title: Obligation to provide information for purposes of determining designated benchmark
content:
123ZJ. —(1) Every designated benchmark submitter must provide to the authorised benchmark administrator or exempt benchmark administrator in respect of a designated benchmark such information or expression of opinion for the purposes of determining the designated benchmark, as the Authority may specify by written notice to the designated benchmark submitter, at such time and in such form or manner as the Authority may specify by written notice. [4/2017] (2) Any designated benchmark submitter which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [4/2017]


document_id: sfa-2001
provision_ref: s123ZK
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZK
title: Power of Authority to impose requirements or restrictions
content:
123ZK. —(1) The Authority may, by written notice, impose requirements or restrictions on a designated benchmark submitter. [4/2017] (2) The Authority may, at any time, by written notice to a designated benchmark submitter, vary any requirement or restriction imposed on the designated benchmark submitter. [4/2017] (3) Any designated benchmark submitter which fails to comply with any requirement or restriction imposed under subsection (1) or (2) shall be guilty of an offence. [4/2017] Subdivision (4) &#x2014; Obligations of authorised benchmark
submitters, exempt benchmark submitters and designated
benchmark submitters


document_id: sfa-2001
provision_ref: s123ZL
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZL
title: General obligations
content:
123ZL. —(1) Every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter must, in relation to the designated benchmark in respect of which it provides information — ( a ) manage any risks associated with its business and operations prudently; ( b ) ensure that the systems and controls concerning its performing the activity of providing information in relation to a designated benchmark are adequate and appropriate for the scale and nature of its operations; ( c ) have sufficient financial, human and system resources — (i) to carry on a business or activity of providing information in relation to a designated benchmark; and (ii) to meet contingencies or disasters; and ( d ) in the case of an authorised benchmark submitter or a designated benchmark submitter, ensure that it appoints or employs fit and proper persons as its chairperson, chief executive officer, directors and key management officers. [4/2017] (2) In subsection (1)( c ), “contingencies or disasters” includes technical disruptions occurring within automated systems. [4/2017]


document_id: sfa-2001
provision_ref: s123ZM
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZM
title: Obligation to notify Authority of certain matters
content:
123ZM. —(1) Every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter must, as soon as practicable after the occurrence of any of the following circumstances, notify the Authority of the circumstance: ( a ) in the case of an authorised benchmark submitter, any material change to the information provided by the authorised benchmark submitter in its application under section 123ZD(1); ( b ) any change to the type or number of designated benchmarks in relation to which the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter (as the case may be) is carrying on a business or activity of providing information in relation to a designated benchmark; ( c ) the carrying on of any business (called in this section a proscribed business) by the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter (as the case may be) other than such business or such class of businesses prescribed by regulations made under section 123ZZA; ( d ) the acquisition by the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter (as the case may be) of a substantial shareholding in a corporation (called in this section a proscribed corporation), which carries on any business other than such business or such class of businesses prescribed by regulations made under section 123ZZA; ( e ) any other matter that the Authority may — (i) prescribe by regulations made under section 123ZZA for the purposes of this paragraph; or (ii) specify by written notice to the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter, as the case may be. [4/2017] (2) Without limiting section 123ZZB(1), the Authority may, at any time after receiving a notice mentioned in subsection (1), issue directions to the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter — ( a ) where the notice relates to a matter mentioned in subsection (1)( c ) — (i) to cease carrying on the proscribed business; or (ii) to carry on the proscribed business subject to such conditions or restrictions as the Authority may impose; or ( b ) where the notice relates to a matter mentioned in subsection (1)( d ) — (i) to dispose of all or any part of its shareholding in the proscribed corporation within such time and subject to such conditions as specified in the directions; or (ii) to exercise its rights relating to such shareholding, or to not exercise such rights, subject to such conditions or restrictions as the Authority may impose. [4/2017] (3) An authorised benchmark submitter, an exempt benchmark submitter and a designated benchmark submitter must comply with every direction issued to it under subsection (2) despite anything to the contrary in the Companies Act 1967 or any other law. [4/2017] (4) An authorised benchmark submitter, an exempt benchmark submitter and a designated benchmark submitter must notify the Authority of any matter that the Authority may prescribe by regulations made under section 123ZZA for the purposes of this subsection, no later than such time as the Authority may prescribe by those regulations. [4/2017] (5) An authorised benchmark submitter, an exempt benchmark submitter and a designated benchmark submitter must notify the Authority of any matter that the Authority may specify by written notice to the authorised benchmark submitter, exempt benchmark submitter, or designated benchmark submitter (as the case may be) no later than such time as the Authority may specify in that notice. [4/2017]


document_id: sfa-2001
provision_ref: s123ZN
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZN
title: Obligation to maintain proper records
content:
123ZN. —(1) Every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter must maintain a record of the following in respect of a designated benchmark: ( a ) all information or expressions of opinion which the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter (as the case may be) provides to any authorised benchmark administrator or exempt benchmark administrator; ( b ) the basis of the information or the rationale of the expressions of opinion referred to in paragraph ( a ); ( c ) such other matters as the Authority may prescribe by regulations made under section 123ZZA. [4/2017] (2) The records mentioned in subsection (1) must be kept for such period, and in such form and manner, as may be prescribed by regulations made under section 123ZZA. [4/2017]


document_id: sfa-2001
provision_ref: s123ZO
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZO
title: Obligation to submit periodic reports
content:
123ZO. Every authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter, must submit to the Authority such reports in such form, manner and frequency as the Authority may prescribe by regulations made under section 123ZZA. [4/2017]


document_id: sfa-2001
provision_ref: s123ZP
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZP
title: Notification of change of particulars
content:
123ZP. Where — ( a ) an authorised benchmark submitter or exempt benchmark submitter ceases to carry on a business or activity of providing information in relation to a designated benchmark; or ( b ) a change occurs in any matter records of which are required by section 123ZQ(1) to be kept in relation to the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter, the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter (as the case may be) must, not later than 14 days after the occurrence of the event, provide particulars of the event to the Authority in the form and manner prescribed by regulations made under section 123ZZA. [4/2017]


document_id: sfa-2001
provision_ref: s123ZQ
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZQ
title:
Records of authorised benchmark submitters, exempt benchmark submitters and designated benchmark submitters

content:
123ZQ. —(1) The Authority must keep records of every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter, setting out the following information of each authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter: ( a ) the name of the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter, as the case may be; ( b ) the address of the principal place at which the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter (as the case may be) carries on the business or activity of providing information in relation to a designated benchmark; ( c ) where the business or activity of providing information in relation to a designated benchmark is carried on under a name or style other than the name of the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter, the name or style under which the business is carried on; ( d ) such other information as may be prescribed by regulations made under section 123ZZA. [4/2017] (2) The Authority may publish the information mentioned in subsection (1) or any part of that information in any manner. [4/2017]


document_id: sfa-2001
provision_ref: s123ZR
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZR
title: Obligation to assist Authority
content:
123ZR. Every authorised benchmark submitter, exempt benchmark submitter and designated benchmark submitter must provide such assistance to the Authority as the Authority may require for the proper administration of this Act, including — ( a ) the furnishing of returns; and ( b ) the provision of books and information relating to the business of the authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter, as the case may be. [4/2017]


document_id: sfa-2001
provision_ref: s123ZS
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZS
title: Penalties under this Subdivision
content:
123ZS. Any authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter which contravenes section 123ZL, 123ZM, 123ZN, 123ZO, 123ZP or 123ZR shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [4/2017] Subdivision (5) &#x2014; Matters requiring approval of Authority


document_id: sfa-2001
provision_ref: s123ZT
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZT
title:
Approval of chief executive officer and director of authorised benchmark submitter or designated benchmark submitter

content:
123ZT. —(1) Subject to subsection (3), an authorised benchmark submitter or designated benchmark submitter must not — ( a ) appoint a person as its chief executive officer or director; or ( b ) change the nature of the appointment of a person as a director from one that is non‑executive to one that is executive, unless it has the approval of the Authority to do so. [4/2017] (2) Where an authorised benchmark submitter or a designated benchmark submitter has obtained the approval of the Authority to appoint a person as its chief executive officer or director under subsection (1)( a ), the person may be re‑appointed as a chief executive officer or director (as the case may be) of the authorised benchmark submitter or designated benchmark submitter (as the case may be) immediately upon the expiry of the earlier term without the approval of the Authority. [4/2017] (3) Subsection (1) does not apply to the appointment of a person as a director of a foreign company, or the change in the nature of the appointment of a person as a director of a foreign company if, at the time of the appointment or change, the person — ( a ) does not reside in Singapore; and ( b ) is not directly responsible for its carrying out of the activity of providing information in relation to a designated benchmark or any part of the activity of providing information in relation to a designated benchmark. [4/2017] (4) Without affecting any other matter that the Authority may consider relevant, the Authority may, in determining whether to grant its approval under subsection (1), have regard to such criteria as may be prescribed by regulations made under section 123ZZA or notified to the authorised benchmark submitter or designated benchmark submitter, as the case may be. [4/2017] (5) Subject to subsection (6), the Authority must not refuse an application for approval under subsection (1) without giving the authorised benchmark submitter or designated benchmark submitter an opportunity to be heard. [4/2017] (6) The Authority may refuse an application for approval under subsection (1) on any of the following grounds without giving the authorised benchmark submitter or designated benchmark submitter an opportunity to be heard: ( a ) the person is an undischarged bankrupt, whether in Singapore or elsewhere; ( b ) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the person; [Act 18 of 2022 wef 31/07/2024] ( c ) the person has been convicted, whether in Singapore or elsewhere, of an offence — (i) involving fraud or dishonesty or the conviction for which involved a finding that he or she had acted fraudulently or dishonestly; and (ii) punishable with imprisonment for a term of 3 months or more. [4/2017] (7) Where the Authority refuses an application for approval under subsection (1), the Authority need not give the person who was proposed to be appointed an opportunity to be heard. [4/2017] (8) Without affecting the Authority’s power to impose conditions or restrictions under section 123ZE(2) or (3), or requirements or restrictions under section 123ZK, the Authority may, at any time by written notice to the authorised benchmark submitter or designated benchmark submitter, impose on it a condition requiring it to notify the Authority of a change to any specified attribute (such as residence and nature of appointment) of its chief executive officer or director, and vary any such condition. [4/2017] (9) This section does not apply to any designated benchmark submitter that is — ( a ) a bank licensed under the Banking Act 1970; ( b ) a merchant bank licensed under the Banking Act 1970; ( c ) a finance company licensed under the Finance Companies Act 1967; ( d ) a holder of a capital markets services licence for any regulated activity; ( e ) a licensed financial adviser under the Financial Advisers Act 2001; ( f ) a direct insurer licensed under the Insurance Act 1966 to carry on life business; ( g ) an insurance intermediary registered or regulated under the Insurance Act 1966, who arranges contracts of insurance in Singapore in respect of life business only; or ( h ) such other person or class of persons as may be prescribed by regulations made under section 123ZZA. [4/2017; 1/2020] (10) Any authorised benchmark submitter or designated benchmark submitter which contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [4/2017] (11) Any authorised benchmark submitter or designated benchmark submitter which contravenes any condition imposed on it under subsection (8) shall be guilty of an offence. [4/2017]


document_id: sfa-2001
provision_ref: s123ZU
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZU
title: Removal of officer of authorised benchmark submitter or designated benchmark submitter
content:
123ZU. —(1) Despite the provisions of any other written law — ( a ) an authorised benchmark submitter or a designated benchmark submitter must not, without the prior written consent of the Authority, permit a person to act as its executive officer; and ( b ) an authorised benchmark submitter or a designated benchmark submitter, that is incorporated in Singapore must not, without the prior written consent of the Authority, permit a person to act as its director, if the person — ( c ) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after 8 October 2018, being an offence — (i) involving fraud or dishonesty; (ii) the conviction for which involved a finding that he or she had acted fraudulently or dishonestly; or (iii) that is specified in the Third Schedule to the Registration of Criminals Act 1949; ( d ) is an undischarged bankrupt, whether in Singapore or elsewhere; ( e ) has had an enforcement order against him or her in respect of a judgment debt returned unsatisfied in whole or in part; [Act 25 of 2021 wef 01/04/2022] ( f ) has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his or her creditors, being a compromise or scheme of arrangement that is still in operation; ( g ) has had a related Acts prohibition order, a section 101A prohibition order, a section 123ZZC prohibition order or an FSMA prohibition order made against him or her that remains in force; or [Act 18 of 2022 wef 31/07/2024] ( h ) 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. [4/2017] (2) Despite the provisions of any other written law, where the Authority is satisfied that a director of an authorised benchmark submitter or a designated benchmark submitter, that is incorporated in Singapore, or an executive officer of an authorised benchmark submitter or a designated benchmark submitter — ( a ) has wilfully contravened or wilfully caused the authorised benchmark submitter or designated benchmark submitter (as the case may be) to contravene any provision of this Act; ( b ) has, without reasonable excuse, failed to secure the compliance of the authorised benchmark submitter or designated benchmark submitter (as the case may be) with this Act, the Monetary Authority of Singapore Act 1970 or any of the written laws set out in the Schedule to that Act; or ( c ) has failed to discharge any of the duties of his or her office, the Authority may, if it thinks it necessary in the interests of the public or a section of the public, or a class or classes of users of a designated benchmark, by written notice to the authorised benchmark submitter or designated benchmark submitter (as the case may be) direct the authorised benchmark submitter or designated benchmark submitter to remove the director or executive officer (as the case may be) from the director’s or executive officer’s office or employment within such period as the Authority may specify in the notice, and the authorised benchmark submitter or designated benchmark submitter (as the case may be) must comply with the notice. [4/2017] (3) Without affecting any other matter that the Authority may consider relevant, the Authority may, when determining whether a director or an executive officer of an authorised benchmark submitter or designated benchmark submitter (as the case may be) has failed to discharge the duties of the director’s or executive officer’s office for the purposes of subsection (2)( c ), have regard to such criteria as may be prescribed by regulations made under section 123ZZA or notified in writing to the authorised benchmark submitter or designated benchmark submitter, as the case may be. [4/2017] (4) The Authority must not direct an authorised benchmark submitter or designated benchmark submitter to remove a person from the person’s office under subsection (2) without giving the authorised benchmark submitter or designated benchmark submitter (as the case may be) an opportunity to be heard. [4/2017] (5) Where the Authority directs an authorised benchmark submitter or a designated benchmark submitter to remove a person from the person’s office or employment under subsection (2), the Authority need not give that person an opportunity to be heard. [4/2017] (6) No criminal or civil liability is incurred by — ( a ) an authorised benchmark submitter; ( b ) a designated benchmark submitter; or ( c ) any person acting on behalf of the authorised benchmark submitter or designated benchmark submitter, in respect of anything done (including any statement made) or omitted to be done with reasonable care and in good faith in the discharge or purported discharge of its obligations under this section. [4/2017] (7) This section does not apply to any designated benchmark submitter that is — ( a ) a bank licensed under the Banking Act 1970; ( b ) a merchant bank licensed under the Banking Act 1970; ( c ) a finance company licensed under the Finance Companies Act 1967; ( d ) the holder of a capital markets services licence for any regulated activity; ( e ) a licensed financial adviser under the Financial Advisers Act 2001; ( f ) a direct insurer licensed under the Insurance Act 1966 to carry on life business; ( g ) an insurance intermediary registered or regulated under the Insurance Act 1966, who arranges contracts of insurance in Singapore in respect of life business only; or ( h ) such other person or class of persons as may be prescribed by regulations made under section 123ZZA. [4/2017; 1/2020] (8) Any authorised benchmark submitter or designated benchmark submitter which contravenes subsection (1), or any direction issued by the Authority under subsection (2), shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [4/2017] (9) [ Deleted by Act 12 of 2024 wef 30/08/2024 ]


document_id: sfa-2001
provision_ref: s123ZV
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZV
title: Control of take‑over of authorised benchmark submitter or designated benchmark submitter
content:
123ZV. —(1) This section applies to all individuals whether resident in Singapore or not and whether citizens of Singapore or not, and to all bodies corporate or unincorporate, whether incorporated or carrying on business in Singapore or not. [4/2017] (2) A person must not enter into any arrangement in relation to shares in an authorised benchmark submitter or designated benchmark submitter that is a company by virtue of which the person would, if the arrangement is carried out, obtain effective control of the authorised benchmark submitter or designated benchmark submitter, unless the person has obtained the prior approval of the Authority to the person’s entering into the arrangement. [4/2017] (3) An application for the Authority’s approval under subsection (2) must be made in writing, and the Authority may authorise the application if the Authority is satisfied that — ( a ) the applicant is a fit and proper person to have effective control of the authorised benchmark submitter or designated benchmark submitter, as the case may be; ( b ) having regard to the applicant’s likely influence, the authorised benchmark submitter or designated benchmark submitter (as the case may be) is likely to continue to carry on a business or activity of providing information in relation to a designated benchmark prudently and comply with the provisions of this Act and directions made thereunder; and ( c ) the applicant satisfies such other criteria as may be prescribed by regulations made under section 123ZZA or as the Authority may specify in written directions. [4/2017] (4) Any approval under subsection (3) may be granted to the applicant subject to such conditions as the Authority may determine, including any condition — ( a ) restricting the applicant’s disposal or further acquisition of shares or voting power in the authorised benchmark submitter or designated benchmark submitter, as the case may be; or ( b ) restricting the applicant’s exercise of voting power in the authorised benchmark submitter or designated benchmark submitter, as the case may be, and the applicant must comply with such conditions. [4/2017] (5) Any condition imposed under subsection (4) has effect despite any provision of the Companies Act 1967 or anything contained in the constitution of the authorised benchmark submitter or designated benchmark submitter. [4/2017] (6) For the purposes of this section and section 123ZW — ( a ) a reference to a person entering into an arrangement in relation to shares of an authorised benchmark submitter or a designated benchmark submitter (as the case may be) includes — (i) entering into an agreement or any formal or informal scheme, arrangement or understanding, to acquire those shares; (ii) making or publishing a statement, however expressed, that expressly or impliedly invites the holder of those shares to offer to dispose of the holder’s shares to the first person; (iii) the first person obtaining a right to acquire shares under an option, or to have shares transferred to the first person or to the first person’s order, whether the right is exercisable presently or in the future and whether on fulfilment of a condition or not; and (iv) becoming a trustee of a trust in respect of those shares; ( b ) a person is regarded as obtaining effective control of the authorised benchmark submitter or designated benchmark submitter (as the case may be) by virtue of an arrangement if the person alone or acting together with any connected person would, if the arrangement is carried out — (i) acquire or hold, directly or indirectly, 20% or more of the issued share capital of the authorised benchmark submitter or designated benchmark submitter, as the case may be; or (ii) control, directly or indirectly, 20% or more of the voting power in the authorised benchmark submitter or designated benchmark submitter, as the case may be; and ( c ) a reference to the voting power in the authorised benchmark submitter or designated benchmark submitter (as the case may be) is a reference to the total number of votes that may be cast in a general meeting of the authorised benchmark submitter or designated benchmark submitter, as the case may be. [4/2017] (7) This section does not apply in relation to any designated benchmark submitter that is — ( a ) a bank licensed under the Banking Act 1970; ( b ) a merchant bank licensed under the Banking Act 1970; ( c ) a finance company licensed under the Finance Companies Act 1967; ( d ) the holder of a capital markets services licence for any regulated activity; ( e ) a licensed financial adviser under the Financial Advisers Act 2001; ( f ) a direct insurer licensed under the Insurance Act 1966 to carry on life business; ( g ) an insurance intermediary registered or regulated under the Insurance Act 1966, who arranges contracts of insurance in Singapore in respect of life business only; or ( h ) such other person or class of persons as may be prescribed by regulations made under section 123ZZA. [4/2017; 1/2020] (8) Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both. [4/2017]


document_id: sfa-2001
provision_ref: s123ZW
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZW
title: Objection to control of authorised benchmark submitter or designated benchmark submitter
content:
123ZW. —(1) The Authority may serve a written notice of objection on — ( a ) any person required to obtain the Authority’s approval or who has obtained the approval under section 123ZV; or ( b ) any person who, whether before, on or after 8 October 2018, either alone or together with any connected person, holds, directly or indirectly, 20% or more of the issued share capital of the authorised benchmark submitter or designated benchmark submitter (as the case may be) or controls, directly or indirectly, 20% or more of the voting power in the authorised benchmark submitter or designated benchmark submitter, as the case may be, if the Authority is satisfied that — ( c ) any condition of approval imposed on the person under section 123ZV(4) has not been complied with; ( d ) the person is not or ceases to be a fit and proper person to have effective control of the authorised benchmark submitter or designated benchmark submitter, as the case may be; ( e ) having regard to the likely influence of the person, the authorised benchmark submitter or designated benchmark submitter (as the case may be) is not able to or is no longer likely to carry on a business or activity of providing information in relation to a designated benchmark prudently and comply with the provisions of this Act and any direction made under this Act; ( f ) the person does not or ceases to satisfy such criteria as may be prescribed by regulations made under section 123ZZA; ( g ) the person has provided false or misleading information or documents in connection with an application under section 123ZV; or ( h ) the Authority would not have granted its approval under section 123ZV had the Authority been aware, at that time, of circumstances relevant to the person’s application for such approval. [4/2017] (2) The Authority must not serve a notice of objection on any person without giving the person an opportunity to be heard, except in the following circumstances: ( a ) the person is in the course of being wound up or otherwise dissolved or, in the case of an individual, is an undischarged bankrupt whether in Singapore or elsewhere; ( b ) a receiver, a receiver and manager, a judicial manager or an equivalent person has been appointed, whether in Singapore or elsewhere, in relation to or in respect of any property of the person; ( c ) a section 123ZZC prohibition order or an FSMA prohibition order has been made, and remains in force, against the person; [Act 18 of 2022 wef 31/07/2024] ( d ) the person has been convicted, whether in Singapore or elsewhere, of any offence involving fraud or dishonesty or the conviction for which involved a finding that the person had acted fraudulently or dishonestly. [4/2017] (3) Any person served with the written notice of objection must, within the period specified in the notice — ( a ) take such steps as are necessary to ensure that the person ceases to be a party to the arrangement described in section 123ZV(2), ceases to hold 20% or more of the issued share capital of the authorised benchmark submitter or designated benchmark submitter (as the case may be) in the manner described in subsection (1)( b ), or ceases to control 20% or more of the voting power in the authorised benchmark submitter or designated benchmark submitter (as the case may be) in the manner described in subsection (1)( b ); and ( b ) comply with such other requirements as the Authority may specify in the notice. [4/2017] (4) This section does not apply in relation to any designated benchmark submitter that is — ( a ) a bank licensed under the Banking Act 1970; ( b ) a merchant bank licensed under the Banking Act 1970; ( c ) a finance company licensed under the Finance Companies Act 1967; ( d ) the holder of a capital markets services licence for any regulated activity; ( e ) a licensed financial adviser under the Financial Advisers Act 2001; ( f ) a direct insurer licensed under the Insurance Act 1966 to carry on life business; ( g ) an insurance intermediary registered or regulated under the Insurance Act 1966, who arranges contracts of insurance in Singapore in respect of life business only; or ( h ) such other person or class of persons as may be prescribed by regulations made under section 123ZZA. [4/2017; 1/2020] (5) Any person who contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 or to imprisonment for a term not exceeding 3 years or to both. [4/2017]


document_id: sfa-2001
provision_ref: s123ZX
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZX
title: Appeals
content:
123ZX. Any authorised benchmark submitter or designated benchmark submitter that is aggrieved by — ( a ) the refusal of the Authority to grant an approval to the authorised benchmark submitter or the designated benchmark submitter to appoint a person as its chief executive officer or director; or ( b ) the direction of the Authority to the authorised benchmark submitter or the designated benchmark submitter to remove an officer from office or employment, may, within 30 days after it is notified of the decision of the Authority, appeal to the Minister whose decision is final. [4/2017] Division 4 &#x2014; Information Gathering Powers over Financial
Benchmarks, Disclosure of Information
and Record Keeping


document_id: sfa-2001
provision_ref: s123ZY
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZY
title: Provision of information to Authority
content:
123ZY. —(1) The Authority may, by regulations made under section 123ZZA, require a person or a class of persons whom the Authority believes on reasonable grounds is capable of giving information on or concerning any financial benchmark or any market which a financial benchmark seeks to measure to disclose to the Authority the information that the person has under the person’s control or possession, in such form and manner, and within such period or periods, as may be prescribed in those regulations. [4/2017] (2) The Authority may, by written notice to any person whom the Authority believes on reasonable grounds is capable of giving information on or concerning any financial benchmark or any market which a financial benchmark seeks to measure, require such person to disclose to the Authority the information that the person has under the person’s control or possession, in such form and manner, and within such period or periods, as may be specified in the notice. [4/2017] (3) Subject to subsection (5), any person to whom a notice is issued under subsection (2) must comply with the notice. [4/2017] (4) Any person who contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [4/2017] (5) A person referred to in subsection (1) or a person to whom a notice is issued under subsection (2) is not obliged to disclose any information where the person is prohibited by any written law from disclosing such information. [4/2017] (6) Where a person claims, before providing the Authority with any information that the person is required to furnish under subsection (1) or (2), that the information might tend to incriminate the person, the information — ( a ) is not admissible in evidence against the person in criminal proceedings other than proceedings under subsection (4) or in relation to a contravention of subsection (1); but ( b ) is admissible in evidence for civil proceedings under Part 12. [4/2017]


document_id: sfa-2001
provision_ref: s123ZZ
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZZ
title: Power to require maintenance of records and submit periodic reports
content:
123ZZ. —(1) The Authority may, by regulations made under section 123ZZA or by written notice, require any financial institution or class of financial institutions to — ( a ) maintain a record of — (i) all transactions undertaken by the financial institution in relation to one or more underlying things that are the subject of a designated benchmark; and (ii) all transactions undertaken by the financial institution in relation to financial instruments that use a designated benchmark for reference to determine the price, value, interest payable, sums due or performance of the financial instrument, in such form and manner as the Authority may prescribe in those regulations or specify by written notice, including — (iii) the extent to which the record includes details of each transaction or exposure; and (iv) the period of time that the record is to be maintained; and ( b ) submit to the Authority such reports in such form, manner and frequency as the Authority may prescribe in those regulations or specify by written notice. [4/2017] (2) In this section, “financial institution” means — ( a ) a bank licensed under the Banking Act 1970; ( b ) a merchant bank that is licensed under the Banking Act 1970; ( c ) a finance company licensed under the Finance Companies Act 1967; ( d ) the holder of a capital markets services licence under this Act; ( e ) a licensed financial adviser under the Financial Advisers Act 2001; ( f ) a company or co‑operative society licensed under the Insurance Act 1966 as a direct insurer carrying on life business; ( g ) an insurance intermediary licensed under any written law relating to insurance intermediaries if the intermediary arranges contracts of insurance in respect of life business; or ( h ) such other person or class of persons as may be prescribed by regulations made under section 123ZZA. [4/2017; 1/2020] (3) Any person who, without reasonable excuse, contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [4/2017] Division 5 &#x2014; General Powers


document_id: sfa-2001
provision_ref: s123ZZA
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZZA
title: Power of Authority to make regulations
content:
123ZZA. —(1) Without affecting section 341, the Authority may make regulations prescribing matters required or permitted by this Part to be prescribed, or necessary or convenient to be prescribed for carrying out or giving effect to this Part. [4/2017] (2) The regulations made under subsection (1) may, in particular — ( a ) prescribe the requirements that an authorised benchmark administrator or an exempt benchmark administrator or a class of any of the foregoing persons must comply with; and ( b ) prescribe the requirements that an authorised benchmark submitter, an exempt benchmark submitter, a designated benchmark submitter or a class of any of the foregoing persons must comply with. [4/2017] (3) The regulations made under this section may provide — ( a ) that a contravention of any specified provision of those regulations shall be an offence; and ( b ) for a penalty not exceeding a fine of $100,000 or imprisonment for a term not exceeding 12 months or both for each offence and, in the case of a continuing offence, a further penalty not exceeding a fine of 10% of the maximum fine prescribed for that offence for every day or part of a day during which the offence continues after conviction. [4/2017]


document_id: sfa-2001
provision_ref: s123ZZB
chapter: PART 6AA - FINANCIAL BENCHMARKS
section: 123ZZB
title: Power of Authority to issue written directions
content:
123ZZB. —(1) The Authority may, if it thinks it necessary or expedient, in the interests of a class, or classes, of users of a designated benchmark, or in the interests of the public or a section of the public, issue written directions, either of a general or specific nature, to any of the following persons or class of persons, requiring such person or class of persons to comply with such requirements as the Authority may specify in the written directions: ( a ) an authorised benchmark administrator; ( b ) an exempt benchmark administrator; ( c ) an authorised benchmark submitter; ( d ) an exempt benchmark submitter; ( e ) a designated benchmark submitter; ( f ) a representative of any authorised benchmark administrator, exempt benchmark administrator, authorised benchmark submitter, exempt benchmark submitter or designated benchmark submitter; ( g ) a class of any of the persons mentioned in paragraphs ( a ) to ( f ). [4/2017] (2) Without limiting subsection (1), any written direction may be issued with respect to — ( a ) the standards to be maintained by the person concerned in carrying out the activity of administering a designated benchmark, or the activity of providing information in relation to a designated benchmark; ( b ) the type and frequency of submission of financial returns and other information to be submitted to the Authority; and ( c ) the qualifications, experience and training of representatives, and the person to whom such direction is issued must comply with the direction. [4/2017] (3) Any person who contravenes any of the directions issued under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine of $5,000 for every day or part of a day during which the offence continues after conviction. [4/2017] (4) It is not necessary to publish any direction issued under subsection (1) in the Gazette . [4/2017] 123ZZC. [ Repealed by Act 18 of 2022 wef 31/07/2024 ] 123ZZD. [ Repealed by Act 18 of 2022 wef 31/07/2024 ] 123ZZE. [ Repealed by Act 18 of 2022 wef 31/07/2024 ] 123ZZF. [ Repealed by Act 18 of 2022 wef 31/07/2024 ]


document_id: sfa-2001
provision_ref: s124
chapter: PART 6A - REPORTING OF DERIVATIVES CONTRACTS
section: 124
title: Interpretation of this Part
content:
124. In this Part, unless the context otherwise requires — “market contract” means — ( a ) a contract subject to the business rules of an approved clearing house, or a recognised clearing house, that is entered into between the approved clearing house or recognised clearing house and a participant pursuant to a novation (however described), whether before or after default proceedings have commenced, which is in accordance with those business rules and for the purposes of the clearing or settlement of transactions using the clearing facility of the approved clearing house or recognised clearing house; or ( b ) a transaction which is being cleared or settled using the clearing facility of an approved clearing house or a recognised clearing house, and in accordance with the business rules of the approved clearing house or recognised clearing house, whether or not a novation referred to in paragraph ( a ) is to take place; “specified derivatives contract” means any derivatives contract that is, or that belongs to a class of derivatives contracts that is, prescribed by the Authority by regulations made under section 129 for the purposes of this definition; “specified person” means — ( a ) any bank that is licensed under the Banking Act 1970; ( b ) any subsidiary of a bank incorporated in Singapore; ( c ) any merchant bank licensed under the Banking Act 1970; ( d ) any finance company licensed under the Finance Companies Act 1967; ( e ) any insurer licensed under the Insurance Act 1966; ( f ) [ Deleted by Act 4 of 2017 ] ( g ) any holder of a capital markets services licence; or ( h ) any other person who is, or who belongs to a class of persons which is, prescribed by the Authority by regulations made under section 129 for the purposes of this definition. [34/2012; 10/2013; 4/2017; 1/2020]


document_id: sfa-2001
provision_ref: s125
chapter: PART 6A - REPORTING OF DERIVATIVES CONTRACTS
section: 125
title: Reporting of specified derivatives contracts
content:
125. —(1) Every specified person who is a party to a specified derivatives contract must, at such time or times and in such form or manner as the Authority may prescribe by regulations made under section 129, report to a licensed trade repository or licensed foreign trade repository — ( a ) such information on the specified derivatives contract as the Authority may prescribe by those regulations; and ( b ) any amendment, modification, variation or change to the information referred to in paragraph ( a ). [34/2012] (2) Without affecting subsection (1), where the circumstances referred to in subsection (3) apply, a specified person who executes or causes to be executed a specified derivatives contract as an agent of a party to the specified derivatives contract must, at such time or times and in such form or manner as the Authority may prescribe by regulations made under section 129, report to a licensed trade repository or licensed foreign trade repository — ( a ) such information on the specified derivatives contract as the Authority may prescribe by those regulations; and ( b ) any amendment, modification, variation or change to the information referred to in paragraph ( a ). [34/2012; 4/2017] (3) For the purposes of subsection (2), the circumstances are that the party to the specified derivatives contract — ( a ) is not a specified person; or ( b ) is a specified person, but is exempted under section 129A from subsection (1). [34/2012; 4/2017] (4) A specified person who is required to comply with subsection (1) or (2) in relation to any information on a specified derivatives contract (including any amendment, modification, variation or change to that information) is treated to have reported that information to a licensed trade repository or licensed foreign trade repository, if — ( a ) any other person has, with the consent or authority of the specified person, reported that information, in such form or manner prescribed by regulations made under section 129, to that licensed trade repository or licensed foreign trade repository; and ( b ) that information is true and correct and has been received by that licensed trade repository or licensed foreign trade repository. [4/2017] (5) A specified person who is treated under subsection (4) to have reported any information on a specified derivatives contract (including any amendment, modification, variation or change to that information) to a licensed trade repository or licensed foreign trade repository, is treated to have so reported that information at the time that information is received by that licensed trade repository or licensed foreign trade repository. [4/2017] (6) A specified person who — ( a ) complies with subsection (1) or (2); ( b ) consents to or authorises the reporting of any information in connection with subsection (4); or ( c ) discloses any information in compliance with the foreign reporting obligations of such jurisdiction as may be prescribed by regulations made under section 129, is not to be treated as being in breach of any restriction upon the disclosure of information imposed by written law, any rule of law, any contract or otherwise. [4/2017] (7) Any specified person who contravenes subsection (1) or (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [34/2012] (8) A specified person who is required under subsection (1) or (2) to report any information to a licensed trade repository or licensed foreign trade repository must use due care to ensure that the information reported is not false in any material particular. [34/2012] (9) Any specified person who contravenes subsection (8) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000. [34/2012] (10) Except where the parties to a specified derivatives contract have entered into an express agreement to the contrary, the specified derivatives contract is not, by reason only of a contravention of subsection (1), (2) or (8) in relation to the specified derivatives contract, voidable or void. [34/2012] (11) For the purposes of subsections (1)( a ) and (2)( a ), the information on a specified derivatives contract that the Authority may prescribe by regulations made under section 129 includes, but is not limited to — ( a ) the identities of the parties to the specified derivatives contract; and ( b ) the characteristics of the specified derivatives contract, including, but not limited to, operational data (such as clearing and settlement details), event data (such as execution time), underlying information and information on transaction economics (such as effective date and maturity date). [34/2012] (12) For the purposes of this section, where any right or obligation under a specified derivatives contract is transferred to any market contract, a reference to the specified derivatives contract includes a reference to that market contract. [34/2012]


document_id: sfa-2001
provision_ref: s126
chapter: PART 6A - REPORTING OF DERIVATIVES CONTRACTS
section: 126
title: Power of Authority to obtain information
content:
126. —(1) The Authority may require any person to provide the Authority with such information or documents as the Authority considers necessary for determining — ( a ) whether any derivatives contract or class of derivatives contract should be prescribed for the purposes of the definition of “specified derivatives contract” in section 124; ( b ) whether the person or any other person or class of persons should be prescribed for the purposes of paragraph ( h ) of the definition of “specified person” in section 124; or ( c ) whether the purpose or effect of any contract, arrangement, transaction or class of contracts, arrangements or transactions is to avoid, directly or indirectly, any requirement that is, or that would otherwise have been, imposed under section 125(1) or (2). [34/2012] (2) Subject to subsections (4) and (5), a person must comply with every requirement imposed on the person under subsection (1). [34/2012] (3) Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [34/2012] (4) A person who complies with a requirement imposed under subsection (1) is not to be treated as being in breach of any restriction upon the disclosure of information imposed by written law, any rule of law, any contract or otherwise. [4/2017] (5) Nothing in this section compels an advocate and solicitor, or a legal counsel referred to in section 128A of the Evidence Act 1893, to provide any information on, or any document containing, any privileged communication made by or to him or her in that capacity. [34/2012] (6) Where a person claims, before providing the Authority with any information or documents that the person is required to provide under subsection (1)( c ), that the information or documents might tend to incriminate the person, the information or documents — ( a ) are not admissible in evidence against the person in criminal proceedings other than proceedings under subsection (3); but ( b ) are admissible in evidence for civil proceedings under Part 12. [34/2012]


document_id: sfa-2001
provision_ref: s127
chapter: PART 6A - REPORTING OF DERIVATIVES CONTRACTS
section: 127
title: Directions on alternative reporting arrangements
content:
127. —(1) Where the Authority is of the opinion that any licensed trade repository or licensed foreign trade repository is not available for the reporting of, or is incapable of receiving, any information on any specified derivatives contract (including any amendment, modification, variation or change to that information) under section 125(1) or (2), the Authority may issue directions, whether of a general or specific nature, by written notice, to any specified person referred to in section 125(1) or (2) or class of such persons, requiring the specified person or class of such persons to do one or more of the following: ( a ) to maintain records of that information in such form or manner as the Authority may prescribe by regulations made under section 129; ( b ) to report that information, or submit records of that information, in such form or manner as the Authority may specify in that notice, at such frequency and over such period as the Authority may specify in that notice, to such person as the Authority may specify in that notice; ( c ) to give the Authority, or such person as the Authority may specify in that notice, access to that information, or to records of that information, in such manner as the Authority may specify in that notice. [34/2012] (2) A specified person referred to in subsection (1) must comply with every direction issued to the specified person under that subsection. [34/2012] (3) A specified person is treated to have complied with section 125(1) or (2) in relation to any information on a specified derivatives contract (including any amendment, modification, variation or change to that information) if, while a direction issued to the specified person under subsection (1) remains in force, the specified person complies with that direction in relation to that information. [34/2012; 4/2017] (4) The Authority may cancel a direction issued under subsection (1) in relation to any licensed trade repository or licensed foreign trade repository, if the Authority is of the opinion that the grounds for the issue of the direction have ceased to apply. [34/2012] (5) Any specified person who, without reasonable excuse, contravenes a direction issued to the specified person under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [34/2012] (6) It is not necessary to publish any direction issued under subsection (1) in the Gazette . [34/2012] (7) For the purposes of this section, a reference to any information on a specified derivatives contract includes a reference to any such information which has previously been reported to a licensed trade repository or licensed foreign trade repository under section 125. [34/2012]


document_id: sfa-2001
provision_ref: s128
chapter: PART 6A - REPORTING OF DERIVATIVES CONTRACTS
section: 128
title: Compliance with laws and practices of relevant reporting jurisdiction
content:
128. —(1) Subject to subsection (3), a specified person who is a party to a specified derivatives contract is treated to have complied with section 125(1) in relation to any information on the specified derivatives contract (including any amendment, modification, variation or change to that information), if — ( a ) any other party to the specified derivatives contract is incorporated, formed or established under the laws of, or has a place of business in, a relevant reporting jurisdiction; and ( b ) the specified person, or any other party to the specified derivatives contract, is required to comply with, and has complied with, in relation to the specified derivatives contract, the requirements relating to the reporting of specified derivatives contracts under the laws and practices of the relevant reporting jurisdiction. [34/2012; 4/2017] (2) Subject to subsection (3), a specified person who executes or causes to be executed a specified derivatives contract as an agent of a party to the specified derivatives contract (called in this subsection the principal party) is treated to have complied with section 125(2) in relation to any information on the specified derivatives contract (including any amendment, modification, variation or change to that information), if — ( a ) the principal party, or any other party to the specified derivatives contract, is incorporated, formed or established under the laws of, or has a place of business in, a relevant reporting jurisdiction; and ( b ) the principal party, or any other party to the specified derivatives contract, is required to comply with, and has complied with, in relation to the specified derivatives contract, the requirements relating to the reporting of specified derivatives contracts under the laws and practices of the relevant reporting jurisdiction. [34/2012; 4/2017] (3) Subsections (1) and (2) do not apply to any specified derivatives contract that is, or that belongs to a class of specified derivatives contracts that is, prescribed by the Authority by regulations made under section 129 for the purposes of this subsection. [34/2012] (4) In this section — “place of business”, in relation to a party to a specified derivatives contract, means a head or main office, a branch, a representative office or any other office of the party; “relevant reporting jurisdiction” means any foreign jurisdiction that is prescribed by the Authority by regulations made under section 129 for the purposes of this definition. [34/2012]


document_id: sfa-2001
provision_ref: s129
chapter: PART 6A - REPORTING OF DERIVATIVES CONTRACTS
section: 129
title: Power of Authority to make regulations
content:
129. —(1) Without affecting section 341, the Authority may make regulations for the purposes of this Part, including regulations to prescribe anything which may be prescribed under this Part. [34/2012] (2) In deciding whether to prescribe any derivatives contract or class of derivatives contracts for the purposes of the definition of “specified derivatives contract” in section 124, the Authority may have regard to — ( a ) the significance of that derivatives contract or class of derivatives contracts in Singapore; ( b ) international developments in the reporting of derivatives contracts; and ( c ) any other matters that the Authority deems to be relevant. [34/2012]


document_id: sfa-2001
provision_ref: s129A
chapter: PART 6A - REPORTING OF DERIVATIVES CONTRACTS
section: 129A
title: Exemption from section 125
content:
129A. —(1) Without affecting section 337(1), the Authority may, by regulations made under section 129, exempt any specified person or class of specified persons from all or any of the provisions of section 125, subject to such conditions or restrictions as the Authority may prescribe in those regulations. [34/2012] (2) The Authority may, by written notice, exempt any specified person from all or any of the provisions of section 125, subject to such conditions or restrictions as the Authority may specify by written notice. [34/2012; 4/2017] (3) It is not necessary to publish any exemption granted under subsection (2) in the Gazette . [34/2012] (4) Every specified person that is granted an exemption under subsection (1) or (2) must satisfy every condition or restriction imposed on the specified person under the applicable subsection. [34/2012] (4A) The Authority may at any time add to, vary or revoke any condition or restriction imposed under this section. [4/2017] (5) Any specified person who contravenes subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [34/2012]


document_id: sfa-2001
provision_ref: s129B
chapter: PART 6B - CLEARING OF DERIVATIVES CONTRACTS
section: 129B
title: Interpretation of this Part
content:
129B. In this Part, unless the context otherwise requires — “clearing” means any arrangement, process, mechanism or service provided by a person in respect of transactions, by which parties to those transactions substitute, through novation or otherwise, the credit of such person for the credit of the parties; “specified derivatives contract” means any derivatives contract that is, or that belongs to a class of derivatives contracts that is, prescribed by the Authority by regulations made under section 129G for the purposes of this definition; “specified person” means — ( a ) any bank that is licensed under the Banking Act 1970; ( b ) any merchant bank licensed under the Banking Act 1970; ( c ) any finance company licensed under the Finance Companies Act 1967; ( d ) any insurer licensed under the Insurance Act 1966; ( e ) [ Deleted by Act 4 of 2017 ] ( f ) any holder of a capital markets services licence; or ( g ) any other person who is, or who belongs to a class of persons which is, prescribed by the Authority by regulations made under section 129G for the purposes of this definition. [34/2012; 10/2013; 4/2017; 1/2020]


document_id: sfa-2001
provision_ref: s129C
chapter: PART 6B - CLEARING OF DERIVATIVES CONTRACTS
section: 129C
title: Clearing of specified derivatives contracts
content:
129C. —(1) Every specified person who is a party to a specified derivatives contract must, within such time as the Authority may prescribe by regulations made under section 129G, cause the specified derivatives contract to undergo clearing, by a clearing facility operated by an approved clearing house or a recognised clearing house, in accordance with the business rules of the approved clearing house or recognised clearing house, as the case may be. [34/2012] (2) Any specified 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 of a day during which the offence continues after conviction. [34/2012] (3) Except where the parties to a specified derivatives contract have entered into an express agreement to the contrary, the specified derivatives contract is not, by reason only of a contravention of subsection (1) in relation to the specified derivatives contract, voidable or void. [34/2012]


document_id: sfa-2001
provision_ref: s129D
chapter: PART 6B - CLEARING OF DERIVATIVES CONTRACTS
section: 129D
title: Power of Authority to obtain information
content:
129D. —(1) The Authority may require any person to provide the Authority with such information or documents as the Authority considers necessary for determining — ( a ) whether any derivatives contract or class of derivatives contracts should be prescribed for the purposes of the definition of “specified derivatives contract” in section 129B; ( b ) whether the person or any other person or class of persons should be prescribed for the purposes of paragraph ( g ) of the definition of “specified person” in section 129B; or ( c ) whether the purpose or effect of any contract, arrangement, transaction or class of contracts, arrangements or transactions is to avoid, directly or indirectly, any requirement that is, or that would otherwise have been, imposed under section 129C(1). [34/2012] (2) Subject to subsections (4) and (5), a person must comply with every requirement imposed on the person under subsection (1). [34/2012] (3) Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [34/2012] (4) A person who complies with a requirement imposed under subsection (1) is not to be treated as being in breach of any restriction upon the disclosure of information imposed by written law, any rule of law, any contract or otherwise. [4/2017] (5) Nothing in this section compels an advocate and solicitor, or a legal counsel referred to in section 128A of the Evidence Act 1893, to provide any information on, or any document containing, any privileged communication made by or to him or her in that capacity. [34/2012] (6) Where a person claims, before providing the Authority with any information or documents that the person is required to provide under subsection (1)( c ), that the information or documents might tend to incriminate the person, the information or documents — ( a ) are not admissible in evidence against the person in criminal proceedings other than proceedings under subsection (3); but ( b ) are admissible in evidence for civil proceedings under Part 12. [34/2012]


document_id: sfa-2001
provision_ref: s129E
chapter: PART 6B - CLEARING OF DERIVATIVES CONTRACTS
section: 129E
title: Directions on alternative clearing arrangements
content:
129E. —(1) Where the Authority is of the opinion that any clearing facility operated by any approved clearing house or recognised clearing house is not available for the clearing of, or is incapable of clearing, any specified derivatives contract or any class of specified derivatives contracts under section 129C(1), the Authority may issue directions, whether of a general or specific nature, by written notice, to any specified person who is a party to that specified derivatives contract, or any class of specified persons who are parties to that class of specified derivatives contracts, requiring the specified person or class of specified persons to cause that specified derivatives contract or that class of specified derivatives contracts to undergo clearing in the manner and within the time specified by the Authority in that notice. [4/2017] (2) A specified person referred to in subsection (1) must comply with every direction issued to the specified person under that subsection. [34/2012] (3) A specified person is treated to have complied with section 129C(1) in relation to a specified derivatives contract if, while a direction issued to the specified person under subsection (1) remains in force, the specified person complies with that direction in relation to that specified derivatives contract. [34/2012; 4/2017] (4) The Authority may cancel a direction issued under subsection (1) in relation to any clearing facility operated by any approved clearing house or recognised clearing house, if the Authority is of the opinion that the grounds for the issue of the direction have ceased to apply. [34/2012] (5) Any specified person who, without reasonable excuse, contravenes a direction issued to the specified person 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 of a day during which the offence continues after conviction. [34/2012] (6) It is not necessary to publish any direction issued under subsection (1) in the Gazette . [34/2012]


document_id: sfa-2001
provision_ref: s129F
chapter: PART 6B - CLEARING OF DERIVATIVES CONTRACTS
section: 129F
title: Compliance with laws and practices of relevant clearing jurisdiction
content:
129F. —(1) Subject to subsection (2), a specified person who is a party to a specified derivatives contract is treated to have complied with section 129C(1) in relation to the specified derivatives contract, if — ( a ) any other party to the specified derivatives contract is incorporated, formed or established under the laws of, or has a place of business in, a relevant clearing jurisdiction; and ( b ) every party to the specified derivatives contract is required to comply with, and has complied with, in relation to the specified derivatives contract, the requirements relating to the clearing of specified derivatives contracts under the laws and practices of the relevant clearing jurisdiction. [34/2012; 4/2017] (2) Subsection (1) does not apply to any specified derivatives contract that is, or that belongs to a class of specified derivatives contracts that is, prescribed by the Authority by regulations made under section 129G for the purposes of this subsection. [34/2012] (3) In this section — “place of business”, in relation to a party to a specified derivatives contract, means a head or main office, a branch, a representative office or any other office of the party; “relevant clearing jurisdiction” means a foreign jurisdiction that is prescribed by the Authority by regulations made under section 129G for the purposes of this definition. [34/2012]


document_id: sfa-2001
provision_ref: s129G
chapter: PART 6B - CLEARING OF DERIVATIVES CONTRACTS
section: 129G
title: Power of Authority to make regulations
content:
129G. —(1) Without affecting section 341, the Authority may make regulations for the purposes of this Part, including regulations to prescribe anything which may be prescribed under this Part. [34/2012] (2) In deciding whether to prescribe any derivatives contract or class of derivatives contracts for the purposes of the definition of “specified derivatives contract” in section 129B, the Authority may have regard to — ( a ) the level of systemic risk posed by that derivatives contract or class of derivatives contracts; ( b ) the characteristics and level of standardisation of the contractual terms and operational processes relating to that derivatives contract or class of derivatives contracts; ( c ) the depth and liquidity of the market for that derivatives contract or class of derivatives contracts; ( d ) the availability of fair, reliable and generally accepted pricing sources for that derivatives contract or class of derivatives contracts; ( e ) the international regulatory approach towards that derivatives contract or class of derivatives contracts; ( f ) whether there is any anti‑competitive effect associated with that derivatives contract or class of derivatives contracts; ( g ) the availability of approved clearing houses or recognised clearing houses that operate clearing facilities for the clearing of that derivatives contract or class of derivatives contracts; and ( h ) any other matters that the Authority deems to be relevant. [34/2012]


document_id: sfa-2001
provision_ref: s129H
chapter: PART 6B - CLEARING OF DERIVATIVES CONTRACTS
section: 129H
title: Exemption from section 129C
content:
129H. —(1) Without affecting section 337(1), the Authority may, by regulations made under section 129G, exempt any specified person or class of specified persons from all or any of the provisions of section 129C, subject to such conditions or restrictions as the Authority may prescribe in those regulations. [34/2012] (2) The Authority may, by written notice, exempt any specified person from all or any of the provisions of section 129C, subject to such conditions or restrictions as the Authority may specify by written notice. [34/2012; 4/2017] (3) It is not necessary to publish any exemption granted under subsection (2) in the Gazette . [34/2012] (4) Every specified person that is granted an exemption under subsection (1) or (2) must satisfy every condition or restriction imposed on the specified person under the applicable subsection. [34/2012] (4A) The Authority may at any time add to, vary or revoke any condition or restriction imposed under this section. [4/2017] (5) Any specified person who contravenes subsection (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 of a day during which the offence continues after conviction. [34/2012]


document_id: sfa-2001
provision_ref: s129I
chapter: PART 6C - TRADING OF DERIVATIVES CONTRACTS
section: 129I
title: Interpretation of this Part
content:
129I. In this Part, unless the context otherwise requires — “specified derivatives contract” means any derivatives contract that is, or that belongs to a class of derivatives contracts that is, prescribed by regulations made under section 129N for the purposes of this definition; “specified person” means — ( a ) any bank that is licensed under the Banking Act 1970; ( b ) any merchant bank licensed under the Banking Act 1970; ( c ) any finance company licensed under the Finance Companies Act 1967; ( d ) any insurer licensed under the Insurance Act 1966; ( e ) any holder of a capital markets services licence; or ( f ) any other person who is, or who belongs to a class of persons which is, prescribed by regulations made under section 129N. [4/2017; 1/2020]


document_id: sfa-2001
provision_ref: s129J
chapter: PART 6C - TRADING OF DERIVATIVES CONTRACTS
section: 129J
title: Trading of specified derivatives contracts
content:
129J. —(1) Every specified person who executes a specified derivatives contract must do so — ( a ) on an organised market operated by an approved exchange or a recognised market operator, or on or through any other facility prescribed by regulations made under section 129N; and ( b ) in the form and manner prescribed by regulations made under that section. [4/2017] (2) Any specified person who contravenes subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000. [4/2017] (3) A failure to comply with subsection (1) does not of itself render the specified derivatives contract that is executed voidable or void. [4/2017]


document_id: sfa-2001
provision_ref: s129K
chapter: PART 6C - TRADING OF DERIVATIVES CONTRACTS
section: 129K
title: Power of Authority to obtain information
content:
129K. —(1) The Authority may require any person to provide the Authority with such information or documents as the Authority considers necessary for determining — ( a ) whether any derivatives contract or class of derivatives contracts should be prescribed for the purposes of the definition of “specified derivatives contract” in section 129I; ( b ) whether the person or any other person or class of persons should be prescribed for the purposes of paragraph ( f ) of the definition of “specified person” in section 129I; or ( c ) whether the purpose or effect of any contract, arrangement, transaction or class of contracts, arrangements or transactions is to avoid, directly or indirectly, any requirement that is, or that would otherwise have been, imposed under section 129J(1). [4/2017] (2) Subject to subsections (4) and (5), a person must comply with every requirement imposed on the person under subsection (1). [4/2017] (3) Any person who contravenes subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [4/2017] (4) A person who complies with a requirement imposed under subsection (1) is not to be treated as being in breach of any restriction upon the disclosure of information imposed by written law, any rule of law, any contract or otherwise. [4/2017] (5) Nothing in this section compels an advocate and solicitor, or a legal counsel referred to in section 128A of the Evidence Act 1893, to provide any information on, or any document containing, any privileged communication made by or to him or her in that capacity. [4/2017] (6) Where a person claims, before furnishing the Authority with any information or documents that the person is required to provide under subsection (1)( c ), that the information or documents might tend to incriminate the person, the information or documents — ( a ) are not admissible in evidence against the person in criminal proceedings other than proceedings under subsection (3); but ( b ) are admissible in evidence for civil proceedings under Part 12. [4/2017]


document_id: sfa-2001
provision_ref: s129L
chapter: PART 6C - TRADING OF DERIVATIVES CONTRACTS
section: 129L
title: Directions on alternative trading arrangements
content:
129L. —(1) Where the Authority is of the opinion that any organised market operated by any approved exchange or recognised market operator or any other facility prescribed for the purposes of section 129J(1) is not available for the execution of, or is incapable of executing, any specified derivatives contract under section 129J(1), the Authority may issue directions, whether of a general or specific nature, by written notice, to any specified person or to any class of such persons, requiring the specified person or class of such persons to, when executing any such specified derivatives contract, comply with the requirements specified in the notice relating to the form and manner in which the contract must be executed, and the time within which the contract must be executed. [4/2017] (2) A specified person mentioned in subsection (1) must comply with every direction issued to the specified person under that subsection. [4/2017] (3) A specified person is treated to have complied with section 129J(1) in relation to a specified derivatives contract if, while a direction issued to the specified person under subsection (1) remains in force, the specified person executes that specified derivatives contract in the form and manner and within the time specified by the Authority in that direction. [4/2017] (4) The Authority may cancel a direction issued under subsection (1) if the Authority is of the opinion that the grounds for the issue of the direction have ceased to apply. [4/2017] (5) Any specified person who, without reasonable excuse, contravenes a direction issued to the specified person under subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $100,000. [4/2017] (6) It is not necessary to publish any direction issued under subsection (1) in the Gazette . [4/2017]


document_id: sfa-2001
provision_ref: s129M
chapter: PART 6C - TRADING OF DERIVATIVES CONTRACTS
section: 129M
title: Compliance with laws and practices of relevant trading jurisdiction
content:
129M. —(1) Subject to subsection (2), a specified person is treated as having complied with section 129J(1) in relation to the specified derivatives contract if the specified person is required to comply with, and has complied with, in relation to the specified derivatives contract, the requirements relating to the execution of specified derivatives contracts under the laws and practices of the relevant trading jurisdiction. [4/2017] (2) Subsection (1) does not apply to any specified derivatives contract or any class of specified derivatives contracts prescribed by regulations made under section 129N. [4/2017] (3) In this section, “relevant trading jurisdiction” means a foreign jurisdiction that is prescribed by regulations made under section 129N. [4/2017]


document_id: sfa-2001
provision_ref: s129N
chapter: PART 6C - TRADING OF DERIVATIVES CONTRACTS
section: 129N
title: Power of Authority to make regulations
content:
129N. —(1) Without affecting section 341, the Authority may make regulations for the purposes of this Part. [4/2017] (2) In deciding whether to prescribe any derivatives contract or class of derivatives contracts for the purposes of the definition of “specified derivatives contract” in section 129I, the Authority may have regard to — ( a ) the level of systemic risk posed by that derivatives contract or class of derivatives contracts; ( b ) the characteristics and level of standardisation of the contractual terms and operational processes relating to that derivatives contract or class of derivatives contracts; ( c ) the depth and liquidity of the market for that derivatives contract or class of derivatives contracts; ( d ) the international regulatory approach towards that derivatives contract or class of derivatives contracts; ( e ) the types of persons that transact in that derivatives contract or class of derivatives contracts, and the purposes of transacting in that derivatives contract or class of derivatives contracts; ( f ) the availability of approved exchanges or recognised market operators that operate organised markets, and the availability of facilities prescribed pursuant to section 129J(1), for the trading of that derivatives contract or class of derivatives contracts; ( g ) whether there is any anti‑competitive effect associated with that derivatives contract or class of derivatives contracts; and ( h ) any other matter that the Authority considers to be relevant. [4/2017]


document_id: sfa-2001
provision_ref: s129O
chapter: PART 6C - TRADING OF DERIVATIVES CONTRACTS
section: 129O
title: Exemption from section 129J
content:
129O. —(1) Despite section 337(1), the Authority may, by regulations made under section 129N, exempt any specified person or class of specified persons from section 129J, subject to such conditions or restrictions as the Authority may prescribe in those regulations. [4/2017] (2) The Authority may, by written notice, exempt any specified person from section 129J, subject to such conditions or restrictions as the Authority may specify by written notice. [4/2017] (3) It is not necessary to publish any exemption granted under subsection (2) in the Gazette . [4/2017] (4) Every specified person that is exempted under subsection (1) or (2) must satisfy every condition or restriction imposed on the specified person under the applicable subsection. [4/2017] (5) The Authority may at any time add to, vary or revoke any condition or restriction imposed under this section. [4/2017] (6) Any person who contravenes subsection (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 of a day during which the offence continues after conviction. [4/2017]


document_id: sfa-2001
provision_ref: s130
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 130
title: Application and interpretation of this Division
content:
130. —(1) This section has effect for the purposes of this Division but does not affect the operation of any other provision of this Act. [2/2009] (2) A reference to a corporation is a reference — ( a ) to a company any or all of the shares in which are listed for quotation on the official list of an approved exchange; or ( b ) to a corporation (not being a company, or a collective investment scheme constituted as a corporation) any or all of the shares in which are listed for quotation on the official list of an approved exchange, such listing being a primary listing. [2/2009; 4/2017] (3) In relation to a corporation the whole or a portion of the share capital of which consists of stock, an interest of a person in any such stock is deemed to be an interest in an issued share in the corporation having attached to it the same rights as are attached to that stock. [2/2009] (4) A reference to a member — ( a ) in relation to a company, means a person who is a member of the company under section 19(6) of the Companies Act 1967; and ( b ) in relation to a corporation (other than a company), means any person equivalent to a member of a company. [2/2009] (5) To avoid doubt, section 4 applies for the purpose of determining whether a person has an interest in securities or securities‑based derivatives contracts under this Division. [35/2014; 4/2017] (6) For the purposes of sections 133(3)( b )(i), 135(2)( b ), 136(1), 137(1) and 137E(6), a person is conclusively presumed to have been aware of a fact or occurrence at a particular time — ( a ) of which he or she would, if he had acted with reasonable diligence in the conduct of his or her affairs, have been aware at that time; ( b ) where the person is a body corporate or unincorporated association (other than a partnership), of which its officer would, if he or she had acted with reasonable diligence in the conduct of its affairs, have been aware at that time; ( c ) where the person is a limited liability partnership, of which its partner or manager would, if he or she had acted with reasonable diligence in the conduct of its affairs, have been aware at that time; or ( d ) where the person is a partnership, of which its partner would, if he or she had acted with reasonable diligence in the conduct of its affairs, have been aware at that time. [2/2009] (7) In this section — “officer” — ( a ) in relation to a body corporate, means a director, member of the committee of management, chief executive officer, manager, secretary or other similar officer of the body, and includes a person purporting to act in any such capacity; or ( b ) in relation to an unincorporated association (other than a partnership), means the president, the secretary, or a member of the committee of the association, or a person holding a position analogous to that of president, secretary or member of the committee, and includes a person purporting to act in such capacity; “partner” includes a person purporting to act as a partner. [2/2009]


document_id: sfa-2001
provision_ref: s131
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 131
title: Persons obliged to comply with this Division and power of Authority to grant exemption or extension
content:
131. —(1) The obligation to comply with this Division extends to all natural persons, whether resident in Singapore or not and whether citizens of Singapore or not, and to all entities, whether formed, constituted or carrying on business in Singapore or not. [2/2009] (2) This Division extends to acts done or omitted to be done outside Singapore. [2/2009] (3) The Authority may exempt any person or class of persons from any or all of the provisions of this Division. [2/2009] (4) The Authority may by written notice impose on a person exempted under subsection (3), or by regulations impose on a class of persons exempted under that subsection, such conditions or restrictions as the Authority thinks fit and the person or persons must comply with such conditions or restrictions. [2/2009] (5) Any person who contravenes any condition or restriction imposed under subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [2/2009] (6) The Authority may, on the application of a person required to give a notice under this Division, extend, or further extend, the time for giving the notice. [2/2009]


document_id: sfa-2001
provision_ref: s132
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 132
title: Authority may extend scope of Division in certain circumstances
content:
132. The Authority may, if it thinks it is necessary in the interests of the public or a section of the public, to protect investors, or to enhance market transparency, by regulations extend, with or without modifications or adaptations, the provisions of this Division –– ( a ) to any person or class of persons, other than the persons to which this Division applies; ( aa ) to any securities or securities‑based derivatives contracts, or class of securities or securities‑based derivatives contracts, other than the securities or securities‑based derivatives contracts to which this Division applies; ( ab ) to any interests in securities or securities‑based derivatives contracts, or class of interests in securities or securities‑based derivatives contracts, other than the interests in securities or securities‑based derivatives contracts to which this Division applies; or ( b ) to require the disclosure of interests in any entity, arrangement or trust other than a corporation, and the provisions of this Division apply accordingly. [2/2009; 4/2017] Subdivision (1) &#x2014; Disclosure by directors and chief
executive officer of corporation


document_id: sfa-2001
provision_ref: s133
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 133
title: Duty of director or chief executive officer to notify corporation of his or her interests
content:
133. —(1) Every director and chief executive officer of a corporation must give written notice to the corporation of particulars of — ( a ) shares in –– (i) the corporation; or (ii) a related corporation of the corporation, which he or she holds, or in which he or she has an interest and the nature and extent of that interest; ( b ) debentures of — (i) the corporation; or (ii) a related corporation of the corporation, which he or she holds, or in which he or she has an interest and the nature and extent of that interest; ( c ) his or her rights or options, or rights or options of his or hers and another person or other persons, in respect of the acquisition or disposal of shares in or debentures of — (i) the corporation; or (ii) a related corporation of the corporation; ( d ) contracts to which he or she is a party, or under which he or she is entitled to a benefit, being contracts under which a person has a right to call for or to make delivery of shares in –– (i) the corporation; or (ii) a related corporation of the corporation; ( e ) participatory interests made available by — (i) the corporation; or (ii) a related corporation of the corporation, which he or she holds, or in which he or she has an interest and the nature and extent of that interest; ( f ) such other securities or securities‑based derivatives contracts as the Authority may prescribe, which are held, whether directly or indirectly, by him or her, or in which he or she has an interest and the nature and extent of that interest; and ( g ) any change in respect of the particulars of any matter referred to in paragraphs ( a ) to ( f ). [2/2009; 4/2017] (2) Paragraphs ( a )(ii), ( b )(ii), ( c )(ii), ( d )(ii), ( e ) and ( g ) (in respect of a change in the particulars of any matter referred to in paragraphs ( a )(ii), ( b )(ii), ( c )(ii), ( d )(ii) and ( e )) of subsection (1) only apply to a director of a corporation which is a company. [2/2009] (3) A notice under subsection (1) — ( a ) must be in such form and must contain such information as the Authority may prescribe; and ( b ) must be given — (i) in the case of a notice under subsection (1)( g ), within 2 business days after the director or chief executive officer becomes aware of the change; or (ii) in any other case, within 2 business days after — (A) the date on which the director or chief executive officer becomes such a director or chief executive officer; or (B) the date on which the director or chief executive officer becomes a holder of, or acquires an interest in, the shares, debentures, rights, options, contracts, participatory interests, other securities or securities‑based derivatives contracts referred to in subsection (1), whichever last occurs. [2/2009; 4/2017] (4) For the purposes of this section –– ( a ) a director or chief executive officer of a corporation is deemed to have an interest in securities or securities‑based derivatives contracts referred to in subsection (1) if a family member of the director or chief executive officer (not being himself or herself a director or chief executive officer of the corporation) (as the case may be) holds or has an interest in those securities or securities‑based derivatives contracts; and ( b ) any contract entered into by, any assignment or right of subscription made or exercised by, or any grant made to, a family member of a director or chief executive officer of a corporation (not being himself or herself a director or chief executive officer of the corporation) is deemed to have been entered into by, made or exercised by or made to the director or chief executive officer. [2/2009; 4/2017] (5) In this section –– ( a ) a reference to a participatory interest is a reference to a unit in a collective investment scheme; and ( b ) a reference to a person who holds or acquires participatory interests, other securities or securities‑based derivatives contracts referred to in subsection (1), or an interest in shares, debentures, participatory interests, other securities or securities‑based derivatives contracts referred to in that subsection, includes a reference to a person who under an option holds or acquires a right to acquire or dispose of the participatory interests, securities or securities‑based derivatives contracts, or the interest in shares, debentures, participatory interests, securities or securities‑based derivatives contracts. [2/2009; 4/2017] (6) In this section, “family member” means a spouse, or a son, adopted son, stepson, daughter, adopted daughter or stepdaughter below the age of 21 years. [2/2009]


document_id: sfa-2001
provision_ref: s134
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 134
title: Penalties under this Subdivision
content:
134. —(1) Any director or chief executive officer of a corporation who — ( a ) intentionally or recklessly contravenes section 133(1)( a )(i), ( b )(i), ( c )(i), ( d )(i) or ( f ), or section 133(1)( g ) in respect of a change in the particulars of any matter referred to in section 133(1)( a )(i), ( b )(i), ( c )(i), ( d )(i) and ( f ); ( b ) intentionally or recklessly contravenes section 133(3) in respect of a notice of the particulars of any matter referred to in section 133(1)( a )(i), ( b )(i), ( c )(i), ( d )(i) and ( f ) or of a change in any of those particulars; or ( c ) in purported compliance with section 133(1)( a )(i), ( b )(i), ( c )(i), ( d )(i) or ( f ), or section 133(1)( g ) in respect of a change in the particulars of any matter referred to in section 133(1)( a )(i), ( b )(i), ( c )(i), ( d )(i) and ( f ), provides any information which he or she knows is false or misleading in a material particular or is reckless as to whether it is, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 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 $25,000 for every day or part of a day during which the offence continues after conviction. [2/2009] (2) Any director or chief executive officer of a corporation who — ( a ) contravenes section 133(1) or (3); or ( b ) in purported compliance with section 133, provides any information which is false or misleading in a material particular, in circumstances other than as set out in subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction. [2/2009] (3) No proceedings shall be instituted against a person for an offence under this section after –– ( a ) a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or ( b ) the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention. [2/2009] Subdivision (2) &#x2014; Disclosure by substantial shareholders
in corporation


document_id: sfa-2001
provision_ref: s135
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 135
title: Duty of substantial shareholder to notify corporation of interests
content:
135. —(1) A person who is or (if the person has ceased to be one) had been a substantial shareholder in a corporation must give written notice to the corporation of particulars of the voting shares in the corporation in which the person has or had an interest or interests and the nature and extent of that interest or those interests. [2/2009] (2) A notice under subsection (1) — ( a ) must be in such form and must contain such information as the Authority may prescribe; ( b ) must be given within 2 business days after the person becomes aware that the person is or (if the person has ceased to be one) had been a substantial shareholder; and ( c ) must be given even though the person has ceased to be a substantial shareholder before the expiration of the period referred to in paragraph ( b ). [2/2009]


document_id: sfa-2001
provision_ref: s136
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 136
title: Duty of substantial shareholder to notify corporation of change in interests
content:
136. —(1) Where there is a change in the percentage level of the interest or interests of a substantial shareholder in a corporation in voting shares in the corporation, the substantial shareholder must give written notice to the corporation within 2 business days after the substantial shareholder becomes aware of the change. [2/2009] (2) A notice under subsection (1) must be in such form and must contain such information as the Authority may prescribe. [2/2009] (3) In subsection (1), “percentage level”, in relation to a substantial shareholder in a corporation, means the percentage figure ascertained by expressing the total votes attached to all the voting shares in which the substantial shareholder has an interest or interests immediately before or (as the case may be) immediately after the relevant time, as a percentage of the total votes attached to — ( a ) all the voting shares (excluding treasury shares) in the corporation; or ( b ) where the share capital of the corporation is divided into 2 or more classes of shares, all the voting shares (excluding treasury shares) in the class concerned, and, if it is not a whole number, rounding that figure down to the next whole number. [2/2009]


document_id: sfa-2001
provision_ref: s137
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137
title: Duty of person who ceases to be substantial shareholder to notify corporation
content:
137. —(1) A person who ceases to be a substantial shareholder in a corporation must give written notice to the corporation within 2 business days after the person becomes aware that the person has ceased to be a substantial shareholder. [2/2009] (2) A notice under subsection (1) must be in such form and must contain such information as the Authority may prescribe. [2/2009]


document_id: sfa-2001
provision_ref: s137A
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137A
title:
Beneficial owner to ensure notification by person who holds, acquires or disposes of interests on beneficial owner’s behalf

content:
137A. Where a person ( A ) authorises another person ( B ) to hold, acquire or dispose of, on A ’s behalf, voting shares or an interest or interests in voting shares in a corporation, A must take reasonable steps to ensure that B notifies A as soon as practicable and, in any case, no later than 2 business days after any acquisition or disposal of any of those voting shares or interest or interests in voting shares effected by B on A ’s behalf which will or may give rise to any duty on the part of A to give notice under this Subdivision. [2/2009]


document_id: sfa-2001
provision_ref: s137B
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137B
title: Notification by person who holds, acquires or disposes of interests for benefit of another person
content:
137B. Where a person ( A ) holds voting shares in a corporation, being voting shares in which another person ( B ) has an interest, A must give to B a notice of any acquisition or disposal of any of those shares effected by A , in such form as the Authority may prescribe, as soon as practicable and, in any case, no later than 2 business days after acquiring or disposing of the shares. [2/2009]


document_id: sfa-2001
provision_ref: s137C
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137C
title: Corporation to keep register of substantial shareholders
content:
137C. —(1) A corporation must keep a register in which it must immediately enter — ( a ) the names of persons from whom it has received a notice under section 135; and ( b ) against each name so entered, the information given in the notice and, where it receives a notice under section 136 or 137, the information given in that notice. [2/2009] (2) The corporation must keep the register at its registered office or, if the corporation does not have a registered office, at its principal place of business in Singapore and the register must be open for inspection by a member of the corporation without charge, and by any other person on payment for each inspection of a sum of $2 or such lesser sum as the corporation requires. [2/2009] (3) A person may request the corporation to provide the person with a copy of the register or any part of the register on payment in advance of a sum of $1 or such lesser sum as the corporation requires for every page or part thereof required to be copied, and the corporation must send the copy to that person within 14 days, or such longer period as the Authority may allow in any particular case, after the day on which the corporation received the request. [2/2009] (4) The Authority may at any time in writing require the corporation to provide it with a copy of the register or any part of the register and the corporation must send the copy to the Authority within 7 days after the day on which the corporation received the requirement. [2/2009] (5) Any corporation which fails to comply with subsection (1), (2), (3) or (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [2/2009] (6) A corporation is not, by reason of anything done under this Subdivision — ( a ) to be taken for any purpose of the Companies Act 1967 to have notice of; or ( b ) to be put upon inquiry as to, a right of a person to or in relation to a share in the corporation. [2/2009]


document_id: sfa-2001
provision_ref: s137D
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137D
title: Penalties under this Subdivision
content:
137D. —(1) Any person who — ( a ) intentionally or recklessly contravenes section 135, 136(1) or (2), 137, 137A or 137B; or ( b ) in purported compliance with section 135, 136, 137 or 137B, provides any information which the person knows is false or misleading in a material particular or is reckless as to whether it is, shall be guilty of an offence and shall — ( c ) in the case of an individual, be liable on conviction to a fine not exceeding $250,000 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 $25,000 for every day or part of a day during which the offence continues after conviction; or ( d ) in the case of a corporation, 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 of a day during which the offence continues after conviction. [2/2009] (2) Any person who — ( a ) contravenes section 135, 136(1) or (2), 137, 137A or 137B; or ( b ) in purported compliance with section 135, 136, 137 or 137B, provides any information which is false or misleading in a material particular, in circumstances other than as set out in subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction. [2/2009] (3) No proceedings shall be instituted against a person for an offence under this section after –– ( a ) a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or ( b ) the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention. [2/2009]


document_id: sfa-2001
provision_ref: s137E
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137E
title: Powers of court with respect to non‑compliance by substantial shareholders
content:
137E. —(1) Where a person is or has been a substantial shareholder in a corporation and has failed to comply with section 135, 136 or 137, a court may, on the application of the Authority, whether or not that failure still continues, make one or more of the following orders: ( a ) an order restraining the person who is or has been a substantial shareholder from disposing of any interest in shares in the corporation in which that person is or has been a substantial shareholder; ( b ) an order restraining a person who is, or is entitled to be the holder of the shares referred to in paragraph ( a ) from disposing of any interest in those shares; ( c ) an order restraining the exercise by any person of any voting or other rights attached to any share in the corporation in which the substantial shareholder has or has had an interest; ( d ) an order directing the corporation not to make payment, or to defer making payment, of any sum due from the corporation in respect of any share in which the substantial shareholder has or has had an interest; ( e ) an order directing the sale of any or all of the shares in the corporation in which the substantial shareholder has or has had an interest; ( f ) an order directing the corporation not to register or cause to be registered in the register of members the transfer or transmission of shares specified by the court; ( g ) an order directing the Depository (within the meaning of section 81SF) or any depository corporation not to register or cause to be registered the transfer or transmission of any shares or interest in shares in the corporation specified by the court; ( h ) an order that any exercise by any person of the voting or other rights attached to shares in the corporation specified by the court in which the substantial shareholder has or has had an interest be disregarded; ( i ) for the purposes of securing compliance with any other order made under this section, an order directing the corporation or any other person to do or refrain from doing an act specified by the court. [2/2009; 35/2014] (2) Any order made under this section may include such ancillary or consequential provisions as the court thinks just. [2/2009] (3) An order made under this section directing the sale of any share may provide that the sale is to be made within such time and subject to such conditions (if any) as the court thinks fit, including, if the court thinks fit, a condition that the sale must not be made to a person who is, or, as a result of the sale, would become a substantial shareholder in the corporation. [2/2009] (4) Where a share is not sold in accordance with an order of the court under this section, the Authority may apply to the court for directions, including directions as to who the unsold share is to vest in. [2/2009] (5) The court, before making an order under this section and in determining the terms of such an order, is to satisfy itself, so far as it can reasonably do so, that the order would not unfairly prejudice any person. [2/2009] (6) The court is not to make an order under this section, other than an order restraining the exercise of voting rights, if it is satisfied — ( a ) that the failure of the person who is or has been a substantial shareholder to comply as mentioned in subsection (1) was due to the person’s inadvertence or mistake or to the person not being aware of a relevant fact or occurrence; and ( b ) that in all the circumstances, the failure ought to be excused. [2/2009] (7) The court may, before making an order under this section, direct that notice of the application be given to such persons as it thinks fit or direct that notice of the application be published in such manner as it thinks fit, or both. [2/2009] (8) The court may rescind, vary or discharge an order made by it under this section or suspend the operation of such an order. [2/2009] (9) Any person who contravenes an order made under this section that is applicable to the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [2/2009] (10) Subsection (9) does not affect the powers of the court in relation to the punishment of contempt of the court. [2/2009]


document_id: sfa-2001
provision_ref: s137F
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137F
title: Power of corporation to require disclosure of beneficial interest in its voting shares
content:
137F. —(1) Any corporation may by written notice require any member of the corporation within such reasonable time as is specified in the notice — ( a ) to inform it whether the member holds any voting shares in the corporation as beneficial owner or as trustee; and ( b ) if the member holds them as trustee, to indicate so far as the member can the persons for whom the member holds them (either by name or by other particulars sufficient to enable those persons to be identified) and the nature of their interest. [2/2009] (2) Where a corporation is informed pursuant to a notice given to any person under subsection (1) or under this subsection that any other person has an interest in any of the voting shares in the corporation, the corporation may by written notice require that other person within such reasonable time as is specified in the notice — ( a ) to inform it whether that other person holds that interest as beneficial owner or as trustee; and ( b ) if that other person holds it as trustee, to indicate so far as that other person can the persons for whom that other person holds it (either by name or by other particulars sufficient to enable them to be identified) and the nature of their interest. [2/2009] (3) Any corporation may by written notice require any member of the corporation to inform it, within such reasonable time as is specified in the notice, whether any of the voting rights carried by any voting shares in the corporation held by the member are the subject of an agreement or arrangement under which another person is entitled to control the member’s exercise of those rights and, if so, to give particulars of the agreement or arrangement and the parties to it. [2/2009] (4) The notice referred to in subsection (1), (2) or (3) must contain such other information as the Authority may prescribe, and the delivery of such notice must comply with such requirements as the Authority may prescribe. [2/2009] (5) Any person to whom a notice is issued under subsection (1), (2) or (3) must comply with that notice. [2/2009] (6) Whenever a corporation receives information from a person pursuant to a requirement imposed on the person under this section with respect to shares held by a member of the corporation, it is under an obligation to inscribe against the name of that member in a separate part of the register kept by it under section 137C — ( a ) the fact that the requirement was imposed and the date on which it was imposed; and ( b ) the information received pursuant to the requirement. [2/2009] (7) Section 137C applies in relation to the part of the register referred to in subsection (6) as it applies in relation to the remainder of the register and as if references to subsection (1) of that section included references to subsection (6). [2/2009] (8) Any person who — ( a ) intentionally or recklessly contravenes subsection (5); or ( b ) in purported compliance with subsection (5), provides any information which the person knows is false or misleading in a material particular or is reckless as to whether it is, shall be guilty of an offence and shall — ( c ) in the case of an individual, be liable on conviction to a fine not exceeding $250,000 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 $25,000 for every day or part of a day during which the offence continues after conviction; or ( d ) in the case of a corporation, 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 of a day during which the offence continues after conviction. [2/2009] (9) Any person who — ( a ) contravenes subsection (5); or ( b ) in purported compliance with subsection (5), provides any information which is false or misleading in a material particular, in circumstances other than as set out in subsection (8) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction. [2/2009] (10) A person shall not be guilty of an offence under subsection (8)( a ) or (9)( a ) if the person proves that the information in question was already in the possession of the corporation or that the requirement to give it was for any other reason frivolous or vexatious. [2/2009] (11) No proceedings shall be instituted against a person for an offence under this section after –– ( a ) a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or ( b ) the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention. [2/2009] Subdivision (3) &#x2014; Disclosure by corporation


document_id: sfa-2001
provision_ref: s137G
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137G
title: Duty of corporation to make disclosure
content:
137G. —(1) Where a corporation has been notified in writing by — ( a ) a director or chief executive officer of the corporation pursuant to a requirement imposed on him or her under section 133(1)( a )(i), ( b )(i), ( c )(i), ( d )(i) or ( f ), or under section 133(1)( g ) in respect of a change in the particulars of any matter referred to in section 133(1)( a )(i), ( b )(i), ( c )(i), ( d )(i) and ( f ); or ( b ) a substantial shareholder in the corporation pursuant to a requirement imposed on the substantial shareholder under section 135, 136 or 137, the corporation must announce or otherwise disseminate the information stated in the notice to the organised market operated by the approved exchange on whose official list any or all of the shares of the corporation are listed, as soon as practicable and in any case, no later than the end of the business day following the day on which the corporation received the notice. [2/2009; 4/2017] (2) The corporation must announce or otherwise disseminate the information in such form and manner as the Authority may prescribe. [2/2009] (3) Any corporation that — ( a ) intentionally or recklessly contravenes subsection (1) or (2); or ( b ) in purported compliance with this section, announces or disseminates any information knowing that it is false or misleading in a material particular or reckless as to whether it is, 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 of a day during which the offence continues after conviction. [2/2009] (4) Any corporation that — ( a ) contravenes subsection (1) or (2); or ( b ) in purported compliance with this section, announces or disseminates any information that is false or misleading in a material particular, in circumstances other than as set out in subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction. [2/2009] (5) Where an offence has been committed by a corporation under subsection (3) or (4), any officer of the corporation who — ( a ) causes the corporation to contravene subsection (1); ( b ) announces or disseminates, or permits or authorises the announcement or dissemination of, the information that is false or misleading in a material particular; or ( c ) announces or disseminates, or permits or authorises the announcement or dissemination of the information in contravention of subsection (2), must — ( d ) if he or she had acted intentionally or recklessly, or with knowledge that the information so announced or disseminated is false or misleading in a material particular or is reckless as to whether it is, be guilty of an offence and be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 2 years or to both; or ( e ) if he or she had acted negligently, be guilty of an offence and be liable on conviction to a fine not exceeding $25,000. [2/2009] (6) In this section, “officer” means a director, member of the committee of management, chief executive officer, manager, secretary or other similar officer of the corporation, and includes a person purporting to act in any such capacity. [2/2009] (7) No proceedings shall be instituted against a person for an offence under this section after –– ( a ) a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or ( b ) the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention. [2/2009] Division 2 &#x2014; Disclosure of Interest in Business Trust and
Interest in Trustee‑Manager of Business Trust


document_id: sfa-2001
provision_ref: s137H
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137H
title: Application and interpretation of this Division
content:
137H. —(1) This section has effect for the purposes of this Division but does not affect the operation of any other provision of this Act. [2/2009] (2) A reference to a registered business trust is a reference to a registered business trust any or all of the units in which are listed for quotation on the official list of an approved exchange. [2/2009; 4/2017] (3) A reference to a recognised business trust is a reference to a recognised business trust any or all of the units in which are listed for quotation on the official list of an approved exchange, such listing being a primary listing. [2/2009; 4/2017] (4) To avoid doubt, section 4 applies for the purpose of determining whether a person has an interest in securities or securities‑based derivatives contracts under this Division. [35/2014; 4/2017] (5) Section 130(6) and (7) applies for the purposes of — ( a ) sections 135(2)( b ), 136(1) and 137(1) as applied by section 137J(1); and ( b ) sections 137L(6), 137N(2)( b )(i), 137P(1) and 137R(1), as they apply for the purposes of sections 133(3)( b )(i), 135(2)( b ), 136(1), 137(1) and 137E(6). [2/2009]


document_id: sfa-2001
provision_ref: s137I
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137I
title: Persons obliged to comply with this Division and power of Authority to grant exemption or extension
content:
137I. —(1) The obligation to comply with this Division extends to all natural persons, whether resident in Singapore or not and whether citizens of Singapore or not, and to all entities, whether formed, constituted or carrying on business in Singapore or not. [2/2009] (2) This Division extends to acts done or omitted to be done outside Singapore. [2/2009] (3) The Authority may exempt any person or class of persons from any or all of the provisions of this Division. [2/2009] (4) The Authority may by written notice impose on a person exempted under subsection (3), or by regulations impose on a class of persons exempted under that subsection, such conditions or restrictions as the Authority thinks fit and the person or persons must comply with such conditions or restrictions. [2/2009] (5) Any person who contravenes any condition or restriction imposed under subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [2/2009] (6) The Authority may, on the application of a person required to give a notice under this Division, extend, or further extend, the time for giving the notice. [2/2009]


document_id: sfa-2001
provision_ref: s137IA
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137IA
title: Authority may extend scope of Division in certain circumstances
content:
137IA. The Authority may, if it thinks it is necessary in the interests of the public or a section of the public, to protect investors, or to enhance market transparency, by regulations extend, with or without modifications or adaptations, the provisions of this Division — ( a ) to any person or class of persons, other than the persons to which this Division applies; ( b ) to any securities or securities‑based derivatives contracts, or class of securities or securities‑based derivatives contracts, other than the securities or securities‑based derivatives contracts to which this Division applies; ( c ) to any interests in securities or securities‑based derivatives contracts, or class of interests in securities or securities‑based derivatives contracts, other than the interests in securities or securities‑based derivatives contracts to which this Division applies; or ( d ) to require the disclosure of interests in any entity, arrangement or trust other than a business trust or a trustee‑manager of a business trust, and the provisions of this Division apply accordingly. [4/2017] Subdivision (1) &#x2014; Disclosure by substantial unitholders
of business trust


document_id: sfa-2001
provision_ref: s137J
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137J
title: Duty of substantial unitholder to notify trustee‑manager of interests
content:
137J. —(1) Sections 135 to 137B apply, with such modifications and qualifications as may be necessary, to a person who is a substantial unitholder of a registered business trust or recognised business trust as though — ( a ) references to the corporation to which notification should be given were references to the trustee‑manager of the business trust; ( b ) references to shares or voting shares in the corporation were references to units or voting units in the business trust; and ( c ) references to a substantial shareholder in the corporation were references to a substantial unitholder of the business trust, and such person must comply with those provisions accordingly. [2/2009] (2) Any person to whom subsection (1) applies who — ( a ) intentionally or recklessly contravenes section 135, 136(1) or (2), 137, 137A or 137B as applied by subsection (1); or ( b ) in purported compliance with section 135, 136, 137 or 137B as applied by subsection (1), provides any information which the person knows is false or misleading in a material particular or is reckless as to whether it is, shall be guilty of an offence and shall — ( c ) in the case of an individual, be liable on conviction to a fine not exceeding $250,000 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 $25,000 for every day or part of a day during which the offence continues after conviction; or ( d ) in the case of a corporation, 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 of a day during which the offence continues after conviction. [2/2009] (3) Any person to whom subsection (1) applies who — ( a ) contravenes section 135, 136(1) or (2), 137, 137A or 137B as applied by subsection (1); or ( b ) in purported compliance with section 135, 136, 137 or 137B as applied by subsection (1), provides any information which is false or misleading in a material particular, in circumstances other than as set out in subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction. [2/2009] (4) No proceedings shall be instituted against a person for an offence under this section after — ( a ) a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or ( b ) the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention. [2/2009]


document_id: sfa-2001
provision_ref: s137K
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137K
title: Trustee‑manager to keep register of substantial unitholders
content:
137K. —(1) The trustee‑manager of a registered business trust or recognised business trust must keep a register in which it must immediately enter — ( a ) the names of persons from whom it has received a notice under section 135 as applied by section 137J(1); and ( b ) against each name so entered, the information given in the notice and, where it receives a notice under section 136 or 137 as applied by section 137J(1), the information given in that notice. [2/2009] (2) The trustee‑manager must keep the register at its registered office or, if the trustee‑manager does not have a registered office, at its principal place of business in Singapore, and the register must be open for inspection by a unitholder of the business trust without charge and by any other person on payment for each inspection of a sum of $2 or such lesser sum as the trustee‑manager requires. [2/2009] (3) A person may request the trustee‑manager to provide the person with a copy of the register or any part of the register on payment in advance of a sum of $1 or such lesser sum as the trustee‑manager requires for every page or part thereof required to be copied, and the trustee‑manager must send the copy to that person within 14 days, or such longer period as the Authority may allow in any particular case, after the day on which the trustee‑manager received the request. [2/2009] (4) The Authority may at any time in writing require the trustee‑manager to provide it with a copy of the register or any part of the register and the trustee‑manager must send the copy to the Authority within 7 days after the day on which the trustee‑manager received the requirement. [2/2009] (5) Any trustee‑manager which fails to comply with subsection (1), (2), (3) or (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [2/2009]


document_id: sfa-2001
provision_ref: s137L
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137L
title: Powers of court with respect to non‑compliance by substantial unitholders
content:
137L. —(1) Where a person is or has been a substantial unitholder of a registered business trust or recognised business trust and has failed to comply with section 135, 136 or 137 as applied by section 137J(1), a court may, on the application of the Authority, whether or not that failure still continues, make one or more of the following orders: ( a ) an order restraining the person from disposing of any interest in units in the business trust of which the person is or has been a substantial unitholder; ( b ) an order restraining a person who is, or is entitled to be, the holder of the units referred to in paragraph ( a ) from disposing of any interest in those units; ( c ) an order restraining the exercise by any person of any voting or other rights attached to any unit in the business trust in which the substantial unitholder has or has had an interest; ( d ) an order directing the trustee‑manager of the business trust not to make payment, or to defer making payment, out of the property of the business trust of any sum due in respect of any unit in which the substantial unitholder has or has had an interest; ( e ) an order directing the sale of any or all of the units in the business trust in which the substantial unitholder has or has had an interest; ( f ) an order directing the trustee‑manager of the business trust not to register or cause to be registered in the register of unitholders the transfer or transmission of units specified by the court; ( g ) an order directing the Depository (within the meaning of section 81SF) or any depository corporation not to register or cause to be registered the transfer or transmission of any units or interest in units in the business trust specified by the court; ( h ) an order that any exercise by any person of the voting or other rights attached to units in the business trust specified by the court in which the substantial unitholder has or has had an interest be disregarded; ( i ) for the purposes of securing compliance with any other order made under this section, an order directing the trustee‑manager of the business trust or any other person to do or refrain from doing an act specified by the court. [2/2009; 35/2014] (2) Any order made under this section may include such ancillary or consequential provisions as the court thinks just. [2/2009] (3) An order made under this section directing the sale of any unit may provide that the sale is to be made within such time and subject to such conditions (if any) as the court thinks fit, including, if the court thinks fit, a condition that the sale must not be made to a person who is, or, as a result of the sale, would become a substantial unitholder of the business trust. [2/2009] (4) Where a unit is not sold in accordance with an order of the court under this section, the Authority may apply to the court for directions, including directions as to who the unsold unit is to vest in. [2/2009] (5) The court, before making an order under this section and in determining the terms of such an order, is to satisfy itself, so far as it can reasonably do so, that the order would not unfairly prejudice any person. [2/2009] (6) The court is not to make an order under this section, other than an order restraining the exercise of voting rights, if it is satisfied — ( a ) that the failure of the person who is or has been a substantial unitholder to comply as mentioned in subsection (1) was due to the person’s inadvertence or mistake or to the person not being aware of a relevant fact or occurrence; and ( b ) that in all the circumstances, the failure ought to be excused. [2/2009] (7) The court may, before making an order under this section, direct that notice of the application be given to such persons as it thinks fit or direct that notice of the application be published in such manner as it thinks fit, or both. [2/2009] (8) The court may rescind, vary or discharge an order made by it under this section or suspend the operation of such an order. [2/2009] (9) Any person who contravenes an order made under this section that is applicable to the person shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [2/2009] (10) Subsection (9) does not affect the powers of the court in relation to the punishment of contempt of the court. [2/2009]


document_id: sfa-2001
provision_ref: s137M
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137M
title: Power of trustee‑manager to require disclosure of beneficial interest in voting units
content:
137M. —(1) The trustee‑manager of a registered business trust or recognised business trust may by written notice require any unitholder of the business trust within such reasonable time as is specified in the notice — ( a ) to inform it whether the unitholder holds any voting units in the business trust as beneficial owner or as trustee; and ( b ) if the unitholder holds them as trustee, to indicate so far as the unitholder can the persons for whom the unitholder holds them (either by name or by other particulars sufficient to enable those persons to be identified) and the nature of their interest. [2/2009] (2) Where the trustee‑manager of a registered business trust or recognised business trust is informed pursuant to a notice given to any person under subsection (1) or under this subsection that any other person has an interest in any of the voting units in the business trust, the trustee‑manager may by written notice require that other person within such reasonable time as is specified in the notice — ( a ) to inform it whether that other person holds that interest as beneficial owner or as trustee; and ( b ) if that other person holds it as trustee, to indicate so far as that other person can the persons for whom that other person holds it (either by name or by other particulars sufficient to enable them to be identified) and the nature of their interest. [2/2009] (3) The trustee‑manager of a registered business trust or recognised business trust may by written notice require any unitholder of the business trust to inform it, within such reasonable time as is specified in the notice, whether any of the voting rights carried by any voting units in the business trust held by the unitholder are the subject of an agreement or arrangement under which another person is entitled to control the unitholder’s exercise of those rights and, if so, to give particulars of the agreement or arrangement and the parties to it. [2/2009] (4) The notice referred to in subsection (1), (2) or (3) must contain such other information as the Authority may prescribe, and the delivery of such notice must comply with such requirements as the Authority may prescribe. [2/2009] (5) Any person to whom a notice is issued under subsection (1), (2) or (3) must comply with that notice. [2/2009] (6) Whenever the trustee‑manager of a registered business trust or recognised business trust receives information from a person pursuant to a requirement imposed on the person under this section with respect to units held by a unitholder of the business trust, it is under an obligation to inscribe against the name of that unitholder in a separate part of the register kept by it under section 137K — ( a ) the fact that the requirement was imposed and the date on which it was imposed; and ( b ) the information received pursuant to the requirement. [2/2009] (7) Section 137K applies in relation to the part of the register referred to in subsection (6) as it applies in relation to the remainder of the register and as if references to subsection (1) of that section included references to subsection (6). [2/2009] (8) Any person who — ( a ) intentionally or recklessly contravenes subsection (5); or ( b ) in purported compliance with subsection (5), provides any information which the person knows is false or misleading in a material particular or is reckless as to whether it is, shall be guilty of an offence and shall — ( c ) in the case of an individual, be liable on conviction to a fine not exceeding $250,000 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 $25,000 for every day or part of a day during which the offence continues after conviction; or ( d ) in the case of a corporation, 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 of a day during which the offence continues after conviction. [2/2009] (9) Any person who — ( a ) contravenes subsection (5); or ( b ) in purported compliance with subsection (5), provides any information which is false or misleading in a material particular, in circumstances other than as set out in subsection (8) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction. [2/2009] (10) A person shall not be guilty of an offence under subsection (8)( a ) or (9)( a ) if the person proves that the information in question was already in the possession of the trustee‑manager of the registered business trust or recognised business trust, or that the requirement to give it was for any other reason frivolous or vexatious. [2/2009] (11) No proceedings shall be instituted against a person for an offence under this section after –– ( a ) a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or ( b ) the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention. [2/2009] Subdivision (2) &#x2014; Disclosure by directors and chief executive
officer of trustee‑manager of business trust


document_id: sfa-2001
provision_ref: s137N
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137N
title: Duty of director and chief executive officer of trustee‑manager to notify of interests
content:
137N. —(1) Every director and chief executive officer of the trustee‑manager of a registered business trust or recognised business trust must give written notice to the trustee‑manager of particulars of — ( a ) units or derivatives of units in the business trust, being units or derivatives of units held by him or her, or in which he or she has an interest and the nature and extent of that interest; ( b ) debentures or units of debentures of the business trust which are held by him or her, or in which he or she has an interest and the nature and extent of that interest; ( c ) such other securities or securities‑based derivatives contracts as the Authority may prescribe which are held, whether directly or indirectly, by him or her, or in which he or she has an interest and the nature and extent of that interest; and ( d ) any change in respect of the particulars of any matter referred to in paragraphs ( a ), ( b ) and ( c ). [2/2009; 4/2017] (2) A notice under subsection (1) — ( a ) must be in such form and must contain such information as the Authority may prescribe; and ( b ) must be given — (i) in the case of a notice under subsection (1)( d ), within 2 business days after the director or chief executive officer becomes aware of the change; or (ii) in any other case, within 2 business days after — (A) the date on which the director or chief executive officer becomes such a director or chief executive officer; or (B) the date on which the director or chief executive officer becomes a holder of, or acquires an interest in, the units, derivatives of units, debentures, units of debentures, other securities or securities‑based derivatives contracts referred to in subsection (1), whichever last occurs. [2/2009; 4/2017] (3) For the purposes of this section, a director or chief executive officer of a trustee‑manager is deemed to have an interest in securities or securities‑based derivatives contracts referred to in subsection (1) if a family member of the director or chief executive officer (not being himself or herself a director or chief executive officer of the trustee‑manager) (as the case may be) has an interest in those securities or securities‑based derivatives contracts. [2/2009; 4/2017] (4) In this section — “family member” means a spouse, or a son, adopted son, stepson, daughter, adopted daughter or stepdaughter below the age of 21 years; “unit”, in relation to a debenture, means any right or interest, whether legal or equitable, in the debenture, by whatever name called, and includes any option to acquire any such right or interest in the debenture. [2/2009]


document_id: sfa-2001
provision_ref: s137O
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137O
title: Penalties under this Subdivision
content:
137O. —(1) Any director or chief executive officer of the trustee‑manager of a registered business trust or recognised business trust who — ( a ) intentionally or recklessly contravenes section 137N(1) or (2); or ( b ) in purported compliance with section 137N, provides any information which he or she knows is false or misleading in a material particular or is reckless as to whether it is, shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 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 $25,000 for every day or part of a day during which the offence continues after conviction. [2/2009] (2) Any director or chief executive officer of the trustee‑manager of a registered business trust or recognised business trust who — ( a ) contravenes section 137N(1) or (2); or ( b ) in purported compliance with section 137N, provides any information which is false or misleading in a material particular, in circumstances other than as set out in subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction. [2/2009] (3) No proceedings shall be instituted against a person for an offence under this section after –– ( a ) a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or ( b ) the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention. [2/2009] Subdivision (3) &#x2014; Disclosure by holders of voting shares in
trustee‑manager


document_id: sfa-2001
provision_ref: s137P
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137P
title: Duty of holders of voting shares in trustee‑manager to notify trustee‑manager
content:
137P. —(1) Where the percentage of interest of a person in the voting shares in a trustee‑manager of a registered business trust or recognised business trust reaches, crosses or falls below 15%, 30%, 50% or 75%, the person must give written notice to the trustee‑manager within 2 business days after the person becomes aware of this. [2/2009] (2) A notice under subsection (1) must be in such form and must contain such information as the Authority may prescribe. [2/2009] (3) In subsection (1), the percentage of interest of a person in the voting shares in a trustee‑manager of a registered business trust or recognised business trust is ascertained by expressing the total votes attached to all the voting shares in which the person has an interest or interests immediately before or (as the case may be) immediately after the relevant time, as a percentage of the total votes attached to — ( a ) all the voting shares (excluding treasury shares) in the trustee‑manager; or ( b ) where the share capital of the trustee‑manager is divided into 2 or more classes of shares, all the voting shares (excluding treasury shares) in the class concerned, and, if it is not a whole number, rounding that figure down to the next whole number. [2/2009]


document_id: sfa-2001
provision_ref: s137Q
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137Q
title: Penalties under this Subdivision
content:
137Q. —(1) Any person who — ( a ) intentionally or recklessly contravenes section 137P(1) or (2); or ( b ) in purported compliance with section 137P, provides any information which the person knows is false or misleading in a material particular or is reckless as to whether it is, shall be guilty of an offence and shall — ( c ) in the case of an individual, be liable on conviction to a fine not exceeding $250,000 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 $25,000 for every day or part of a day during which the offence continues after conviction; or ( d ) in the case of a corporation, 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 of a day during which the offence continues after conviction. [2/2009] (2) Any person who — ( a ) contravenes section 137P(1) or (2); or ( b ) in purported compliance with section 137P, provides any information which is false or misleading in a material particular, in circumstances other than as set out in subsection (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction. [2/2009] (3) No proceedings shall be instituted against a person for an offence under this section after –– ( a ) a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or ( b ) the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention. [2/2009] Subdivision (4) &#x2014; Disclosure by trustee‑manager


document_id: sfa-2001
provision_ref: s137R
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137R
title: Duty of trustee‑manager of business trust to make disclosure
content:
137R. —(1) Where the trustee‑manager of a registered business trust or recognised business trust — ( a ) acquires or disposes of interests in units or derivatives of units in, or debentures or units of debentures of, the business trust; ( aa ) acquires or disposes of interests in such securities or securities‑based derivatives contracts of the business trust as may be prescribed by regulations made under section 341; or ( b ) has been notified in writing by — (i) a substantial unitholder of the business trust pursuant to a requirement imposed on the substantial unitholder under section 135, 136 or 137 as applied by section 137J(1); (ii) a director or chief executive officer of the trustee‑manager pursuant to a requirement imposed on him or her under section 137N; or (iii) a person who holds an interest or interests in voting shares in the trustee‑manager pursuant to a requirement imposed on the person under section 137P, the trustee‑manager must announce or otherwise disseminate the particulars of the acquisition or disposal, or the information stated in the notice it received (as the case may be) to the organised market operated by the approved exchange on whose official list any or all of the units in the business trust are listed, as soon as practicable and in any case no later than the end of the business day following the day on which the trustee‑manager became aware of the acquisition or disposal, or received the notice. [2/2009; 4/2017] (2) The trustee‑manager must announce or otherwise disseminate the information in such form and manner as the Authority may prescribe. [2/2009] (3) Any trustee‑manager of a registered business trust or recognised business trust that — ( a ) intentionally or recklessly contravenes subsection (1) or (2); or ( b ) in purported compliance with this section, announces or disseminates any information which the trustee‑manager knows is false or misleading in a material particular or is reckless as to whether it is, 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 of a day during which the offence continues after conviction. [2/2009] (4) Any trustee‑manager of a registered business trust or recognised business trust that — ( a ) contravenes subsection (1) or (2); or ( b ) in purported compliance with this section, announces or disseminates any information that is false or misleading in a material particular, in circumstances other than as set out in subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction. [2/2009] (5) Where an offence has been committed by a trustee‑manager under subsection (3) or (4), any officer of the trustee‑manager who — ( a ) causes the trustee‑manager to contravene subsection (1); ( b ) announces or disseminates, or permits or authorises the announcement or dissemination of, the information that is false or misleading in a material particular; or ( c ) announces or disseminates, or permits or authorises the announcement or dissemination of the information in contravention of subsection (2), shall — ( d ) if he or she had acted intentionally or recklessly, or with knowledge that the information so announced or disseminated is false or misleading in a material particular or is reckless as to whether it is, be guilty of an offence and be liable on conviction to a fine not exceeding $250,000 or to imprisonment for a term not exceeding 2 years or to both; or ( e ) if he or she had acted negligently, be guilty of an offence and be liable on conviction to a fine not exceeding $25,000. [2/2009] (6) In this section, “officer” means a director, member of the committee of management, chief executive officer, manager, secretary or other similar officer of the trustee‑manager, and includes a person purporting to act in any such capacity. [2/2009] (7) No proceedings shall be instituted against a person for an offence under this section after — ( a ) a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or ( b ) the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention. [2/2009] Division 3 &#x2014; Disclosure of Interests in Real Estate Investment
Trust and Interests in Shares of Responsible Person


document_id: sfa-2001
provision_ref: s137S
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137S
title: Application and interpretation of this Division
content:
137S. —(1) This section has effect for the purposes of this Division but does not affect the operation of any other provision of this Act. [2/2009] (2) In this Division — “real estate investment trust” means a collective investment scheme that is a trust, that invests primarily in real estate and real estate‑related assets specified by the Authority in the Code on Collective Investment Schemes, and any or all the units in which are listed, by way of a primary listing, for quotation on the official list of an approved exchange; “trustee” means — ( a ) in relation to a real estate investment trust authorised under section 286, the trustee approved under section 289 for the trust; and ( b ) in relation to any other real estate investment trust, an entity equivalent to a trustee referred to in paragraph ( a ). [2/2009; 4/2017] (3) To avoid doubt, section 4 applies for the purpose of determining whether a person has an interest in securities, securities‑based derivatives contracts or units in a collective investment scheme under this Division. [35/2014; 4/2017] (4) Section 130(6) and (7) applies for the purposes of — ( a ) sections 135(2)( b ), 136(1) and 137(1) as applied by section 137U(1); and ( b ) sections 137W(6), 137Y(2)( b )(i), 137ZA(1) and 137ZC(1), as they apply for the purposes of sections 133(3)( b )(i), 135(2)( b ), 136(1), 137(1) and 137E(6). [2/2009]


document_id: sfa-2001
provision_ref: s137T
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137T
title: Persons obliged to comply with Division and power of Authority to grant exemption or extension
content:
137T. —(1) The obligation to comply with this Division extends to all natural persons, whether resident in Singapore or not and whether citizens of Singapore or not, and to all entities, whether formed, constituted or carrying on business in Singapore or not. [2/2009] (2) This Division extends to acts done or omitted to be done outside Singapore. [2/2009] (3) The Authority may exempt any person or class of persons from any or all of the provisions of this Division. [2/2009] (4) The Authority may by written notice impose on a person exempted under subsection (3), or by regulations impose on a class of persons exempted under that subsection, such conditions or restrictions as the Authority thinks fit and the person or persons must comply with such conditions or restrictions. [2/2009] (5) Any person who contravenes any condition or restriction imposed under subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000 and, in the case of a continuing offence, to a further fine not exceeding $5,000 for every day or part of a day during which the offence continues after conviction. [2/2009] (6) The Authority may, on the application of a person required to give a notice under this Division, extend, or further extend, the time for giving the notice. [2/2009]


document_id: sfa-2001
provision_ref: s137TA
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137TA
title: Authority may extend scope of Division in certain circumstances
content:
137TA. The Authority may, if it thinks it is necessary in the interests of the public or a section of the public, to protect investors, or to enhance market transparency, by regulations extend, with or without modifications or adaptations, the provisions of this Division — ( a ) to any person or class of persons, other than the persons to which this Division applies; ( b ) to any securities, securities‑based derivatives contracts or units in a collective investment scheme, or class of securities, securities‑based derivatives contracts or units in a collective investment scheme, other than the securities, securities‑based derivatives contracts or units in a collective investment scheme to which this Division applies; ( c ) to any interests in securities, securities‑based derivatives contracts or units in a collective investment scheme, or class of interests in securities, securities‑based derivatives contracts or units in a collective investment scheme, other than the interests in securities, securities‑based derivatives contracts or units in a collective investment scheme to which this Division applies; or ( d ) to require the disclosure of interests in any entity, arrangement or trust other than a real estate investment trust or a responsible person for a real estate investment trust, and the provisions of this Division apply accordingly. [4/2017] Subdivision (1) &#x2014; Disclosure by substantial unitholders of real
estate investment trust


document_id: sfa-2001
provision_ref: s137U
chapter: PART 7 - DISCLOSURE OF INTERESTS
section: 137U
title: Duty of substantial unitholder to notify trustee and responsible person of interests
content:
137U. —(1) Sections 135 to 137B apply, with such modifications and qualifications as may be necessary, to a person who is a substantial unitholder of a real estate investment trust as though — ( a ) references to the corporation to which notification should be given were references to — (i) the trustee of the real estate investment trust; and (ii) the responsible person for the real estate investment trust; ( b ) references to shares or voting shares in the corporation were references to units or voting units in the real estate investment trust; and ( c ) references to a substantial shareholder in the corporation were references to a substantial unitholder of the real estate investment trust, and such person must comply with those provisions accordingly. [2/2009] (2) Any person to whom subsection (1) applies who — ( a ) intentionally or recklessly contravenes section 135, 136(1) or (2), 137, 137A or 137B as applied by subsection (1); or ( b ) in purported compliance with section 135, 136, 137 or 137B as applied by subsection (1), provides any information which the person knows is false or misleading in a material particular or is reckless as to whether it is, shall be guilty of an offence and shall — ( c ) in the case of an individual, be liable on conviction to a fine not exceeding $250,000 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 $25,000 for every day or part of a day during which the offence continues after conviction; or ( d ) in the case of a corporation, 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 of a day during which the offence continues after conviction. [2/2009] (3) Any person to whom subsection (1) applies who — ( a ) contravenes section 135, 136(1) or (2), 137, 137A or 137B as applied by subsection (1); or ( b ) in purported compliance with section 135, 136, 137 or 137B as applied by subsection (1), provides any information which is false or misleading in a material particular, in circumstances other than as set out in subsection (2) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 and, in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction. [2/2009] (4) No proceedings shall be instituted against a person for an offence under this section after –– ( a ) a court has made an order against the person for the payment of a civil penalty under section 137ZD in respect of the same contravention; or ( b ) the person has entered into an agreement with the Authority to pay, with or without admission of liability, a civil penalty under section 137ZD(4), in respect of the same contravention. [2/2009]


