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Objectives of this Part
5. The objectives of this Part are —(a) to promote fair, orderly and transparent markets; (b) to facilitate efficient markets for the allocation of capital and the transfer of risks; and (c) to reduce systemic risk.[4/2017]
Interpretation of this Part
6. In this Part, unless the context otherwise requires —“foreign corporation” means a corporation that is formed or incorporated outside Singapore; “Singapore corporation” means a corporation that is formed or incorporated in Singapore;[Act 12 of 2024 wef 24/01/2025] “Singapore recognised market operator” means a recognised market operator that is a Singapore corporation.[4/2017] [Act 12 of 2024 wef 24/01/2025]
Requirement for approval or recognition
7.—(1) A person must not establish or operate an organised market, or hold itself out as operating an organised market, unless the person is —(a) an approved exchange; or (b) a recognised market operator.[4/2017] (2) A person must not hold itself out —(a) as an approved exchange, unless the person is an approved exchange; or (b) as a recognised market operator, unless the person is a recognised market operator.[4/2017] (3) Except with the written approval of the Authority, a person, other than an approved exchange or a recognised market operator, must not take or use, or have attached to or exhibited at any place —(a) the title or description “securities exchange”, “stock exchange”, “futures exchange” or “derivatives exchange” in any language; or (b) any title or description that resembles a title or description referred to in paragraph (a).[4/2017] (4) Any person who contravenes subsection (1) or (3) 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] (5) 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] (6) Despite section 337(1), the Authority may, by regulations made under section 44, exempt any corporation or class of corporations from subsection (1), subject to such conditions or restrictions as the Authority may prescribe in those regulations.[4/2017] (7) The Authority may, by written notice, exempt any corporation from subsection (1), subject to such conditions or restrictions as the Authority may specify by written notice, if the Authority is satisfied that the exemption will not detract from the objectives specified in section 5.[4/2017] (8) It is not necessary to publish any exemption granted under subsection (7) in the Gazette.[4/2017] (9) The Authority may, at any time, by written notice —(a) add to the conditions or restrictions mentioned in subsection (7); or (b) vary or revoke any condition or restriction mentioned in that subsection.[4/2017] (10) Every corporation that is exempted under subsection (6) must satisfy every condition or restriction imposed on it under that subsection.[4/2017] (11) Every corporation that is exempted under subsection (7) must, for the duration of the exemption, satisfy every condition or restriction imposed on it under that subsection and subsection (9).[4/2017] (12) Any corporation which contravenes subsection (10) or (11) 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]
Application for approval or recognition
8.—(1) A Singapore corporation may apply to the Authority to be —(a) approved as an approved exchange; or (b) recognised as a recognised market operator.[4/2017] (2) A foreign corporation may apply to the Authority to be recognised as a recognised market operator.[4/2017] (3) An application made under subsection (1) or (2) 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 44, which must be paid in the manner specified by the Authority.[4/2017] (4) The Authority may require an applicant to provide the Authority with such information or documents as the Authority considers necessary in relation to the application.[4/2017]
Power of Authority to approve exchanges and recognise market operators
9.—(1) Where a Singapore corporation makes an application under section 8(1), the Authority may —(a) in the case of an application to be approved as an approved exchange, approve the Singapore corporation as an approved exchange; or (b) in the case of an application to be recognised as a recognised market operator, recognise the Singapore corporation as a recognised market operator.[4/2017] (2) Where a foreign corporation makes an application under section 8(2), the Authority may recognise the foreign corporation as a recognised market operator.[4/2017] (3) Despite subsection (1), the Authority may, with the consent of the applicant —(a) treat an application under section 8(1)(a) as an application under section 8(1)(b) if the Authority is of the opinion that the applicant would be more appropriately regulated as a recognised market operator; or (b) treat an application under section 8(1)(b) as an application under section 8(1)(a) if the Authority is of the opinion that the applicant would be more appropriately regulated as an approved exchange.[4/2017] (4) The Authority may approve a Singapore corporation as an approved exchange under subsection (1)(a), recognise a Singapore corporation as a recognised market operator under subsection (1)(b), or recognise a foreign corporation as a recognised market operator under subsection (2), subject to such conditions or restrictions of a general or specific nature as the Authority may impose by written notice, including conditions or restrictions relating to —(a) the activities that the corporation may undertake; (b) the products that may be traded on any organised market established or operated by the corporation; (c) the nature of the investors or participants who may use, invest in, or participate in any product traded on any organised market established or operated by the corporation; and (d) the financial requirements to be imposed on the corporation.[4/2017] (5) The Authority may, at any time, by written notice to the corporation, vary any condition or restriction or impose further conditions or restrictions.[4/2017] (6) An approved exchange or a recognised market operator must, for the duration of the approval or recognition, satisfy every condition or restriction that may be imposed on it under subsections (4) and (5).[4/2017] (7) The Authority must not approve an applicant as an approved exchange, or recognise an applicant as a recognised market operator, unless the applicant meets such requirements, including minimum financial requirements, as the Authority may prescribe by regulations made under section 44, either generally or specifically.[4/2017] (8) The Authority may refuse to approve a Singapore corporation as an approved exchange, or recognise a Singapore corporation or foreign corporation (as the case may be) as a recognised market operator, 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 (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, a 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 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 establishment or operation of any organised market; (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 investors or its members, participants or customers, 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; (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 the establishment or operation of any organised market; (m) there are other circumstances that are likely to —(i) lead to the 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) in the case of any organised market that the corporation operates, the Authority has reason to believe that the corporation, or any of its officers or employees, will not operate a fair, orderly and transparent organised market; (o) the corporation does not satisfy the criteria prescribed under section 10 to be approved as an approved exchange or recognised as a recognised market operator, as the case may be; or (p) the Authority is of the opinion that it would be contrary to the interests of the public to approve or recognise the corporation.[4/2017] (9) Subject to subsection (10), the Authority must not refuse to approve a Singapore corporation as an approved exchange, or recognise a Singapore corporation or foreign corporation (as the case may be) as a recognised market operator, under subsection (8), without giving the corporation an opportunity to be heard.[4/2017] (10) The Authority may refuse to approve a Singapore corporation as an approved exchange, or recognise a Singapore corporation or foreign corporation (as the case may be) as a recognised market operator, 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.[4/2017] (11) The Authority must give notice in the Gazette of any corporation approved as an approved exchange under subsection (1)(a) or recognised as a recognised market operator under subsection (1)(b) or (2), and such notice may include all or any of the conditions and restrictions imposed by the Authority on the corporation under subsections (4) and (5).[4/2017] (12) Any applicant who is aggrieved by a refusal of the Authority to approve the applicant under subsection (1)(a) or a refusal of the Authority to recognise the applicant under subsection (1)(b) or (2) may, within 30 days after the applicant is notified of the refusal, appeal to the Minister whose decision is final.[4/2017] (13) Any approved exchange or recognised market operator which 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.[4/2017]
General criteria to be taken into account by Authority
10.—(1) The Authority may by regulations made under section 44 prescribe the criteria that the Authority may take into account for the purposes of deciding —(a) whether a Singapore corporation mentioned in section 8(1) or 12(1) should be approved as an approved exchange or recognised as a recognised market operator; (b) whether a foreign corporation mentioned in section 8(2) should be recognised as a recognised market operator; and (c) whether an approved exchange or a recognised market operator that is subject to a review by the Authority under section 12(4) should be approved as an approved exchange or recognised as a recognised market operator.[4/2017] (2) Without affecting section 9 and subsection (1), the Authority may, for the purposes of deciding whether to recognise a foreign corporation as a recognised market operator under section 9(2), have regard, in addition to any requirements prescribed under section 9(7) and any criteria prescribed under subsection (1), to —(a) whether adequate arrangements exist for cooperation between the Authority and the primary financial services regulatory authority responsible for the supervision of the foreign corporation in the country or territory in which the head office or principal place of business of the foreign corporation is situated; and (b) whether the foreign corporation is, in the country or territory in which the head office or principal place of business of the foreign corporation is situated, subject to requirements and supervision comparable, in the degree to which the objectives specified in section 5 are achieved, to the requirements and supervision to which approved exchanges and recognised market operators are subject under this Act.[4/2017] (3) In considering whether a foreign corporation has met the requirements mentioned in subsection (2)(b), the Authority may have regard to —(a) the relevant laws and practices of the country or territory in which the head office or principal place of business of the foreign corporation is situated; and (b) the rules and practices of the foreign corporation.[4/2017]
Annual fees payable by approved exchange and recognised market operator
11.—(1) Every approved exchange and every recognised market operator must pay to the Authority such annual fees as may be prescribed by regulations made under section 44 in such manner as the Authority may specify.[4/2017] (2) The Authority may, where it considers appropriate, refund or remit the whole or any part of any annual fee paid or payable to it.[4/2017]
Change in status
12.—(1) A Singapore corporation that is an approved exchange or a recognised market operator may apply to the Authority to change its status in the manner mentioned in subsection (5).[4/2017] (2) An application 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 44, which must be paid in the manner specified by the Authority.[4/2017] (3) The Authority may require an applicant to provide the Authority with such information or documents as the Authority considers necessary in relation to the application.[4/2017] (4) The Authority may, on its own initiative, review the status of a Singapore corporation that is an approved exchange or a recognised market operator to determine whether the Singapore corporation continues to meet the requirements prescribed under section 9(7) and the criteria prescribed under section 10(1).[4/2017] (5) Where an application is made by a Singapore corporation under subsection (1), or where a review of the status of a Singapore corporation is conducted by the Authority under subsection (4), the Authority may —(a) if the Singapore corporation is an approved exchange, withdraw the approval as such and recognise the Singapore corporation as a recognised market operator under section 9(1)(b); (b) if the Singapore corporation is a recognised market operator, withdraw the recognition as such and approve the Singapore corporation as an approved exchange under section 9(1)(a); or (c) make no change to the status of the Singapore corporation as an approved exchange or a recognised market operator, as the case may be.[4/2017] (6) Where an application is made under subsection (1), the Authority must not exercise its power under subsection (5)(c) without giving the Singapore corporation an opportunity to be heard.[4/2017] (7) Where a review of the status of a Singapore corporation is conducted by the Authority on its own initiative under subsection (4), the Authority must not exercise its powers under subsection (5)(a) or (b) without giving the Singapore corporation an opportunity to be heard.[4/2017] (8) Any Singapore corporation that is aggrieved by a decision of the Authority made in relation to the Singapore corporation after a review under subsection (4) may, within 30 days after the Singapore corporation is notified of the decision, appeal to the Minister whose decision is final.[4/2017]
Cancellation of approval or recognition
13.—(1) An approved exchange or a recognised market operator that intends to cease operating its organised market or, where it operates more than one organised market, all of its organised markets, may apply to the Authority to cancel its approval as an approved exchange or recognition as a recognised market operator, as the case may be.[4/2017] (2) An application under subsection (1) must be made in such form and manner, and not later than such time, as the Authority may specify.[4/2017] (3) The Authority may cancel the approval of an approved exchange, or the recognition of a recognised market operator, on the application mentioned in subsection (1) if the Authority is satisfied that —(a) the approved exchange or recognised market operator mentioned in subsection (1) has ceased operating its organised market or all of its organised markets, as the case may be; and (b) the cancellation of the approval or recognition (as the case may be) will not detract from the objectives specified in section 5.[4/2017]
Power of Authority to revoke approval and recognition
14.—(1) The Authority may revoke any approval of a Singapore corporation as an approved exchange under section 9(1)(a), any recognition of a Singapore corporation as a recognised market operator under section 9(1)(b), or any recognition of a foreign corporation as a recognised market operator under section 9(2), if —(a) there exists at any time a ground under section 9(7) or (8) on which the Authority may refuse an application; (b) the corporation does not commence operating its organised market or, where it operates more than one organised market, all of its organised markets, within 12 months starting on the date on which it was approved under section 9(1)(a) or was recognised under section 9(1)(b) or (2), as the case may be; (c) the corporation ceases to operate its organised market or, where it operates more than one organised market, all of its organised markets; (d) the corporation contravenes —(i) any condition or restriction applicable in respect of its approval or recognition, as the case may be; (ii) any direction issued to it by the Authority under this Act; or (iii) any provision of this Act; (e) upon the Authority exercising any power under section 46AAB(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 corporation, the Authority considers that it is in the public interest to revoke the approval or recognition, as the case may be;[Act 18 of 2022 wef 10/05/2024] (f) the corporation operates in a manner that is, in the opinion of the Authority, contrary to the interests of the public; or (g) any information or document provided by the corporation to the Authority is false or misleading.[4/2017; 31/2017] (2) Subject to subsection (3), the Authority must not revoke under subsection (1) any approval under section 9(1)(a), or recognition under section 9(1)(b) or (2), that was granted to a corporation without giving the corporation an opportunity to be heard.[4/2017] (3) The Authority may revoke an approval under section 9(1)(a), or a recognition under section 9(1)(b) or (2), that was 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 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.[4/2017] (4) For the purposes of subsection (1)(c), a corporation is to be treated to have ceased to operate its organised market if —(a) it has ceased to operate the organised market for more than 30 days, unless it has obtained the prior approval of the Authority to do so; or (b) it has ceased to operate the organised market under a direction issued by the Authority under section 45.[4/2017] (5) 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] (6) Despite the lodging of an appeal under subsection (5), any action taken by the Authority under this section continues to have effect pending the Minister’s decision.[4/2017] (7) The Minister may, when deciding an appeal under subsection (5), make such modification as the Minister 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] (8) Any revocation under subsection (1) or (3) of the approval or recognition of a corporation under section 9(1) or (2) does not operate so as to —(a) avoid or affect any agreement, transaction or arrangement entered into in connection with the use of an organised market operated by the corporation, whether the agreement, transaction or arrangement was entered into before, on or after the revocation of the approval or recognition; or (b) affect any right, obligation or liability arising under any such agreement, transaction or arrangement.[4/2017] (9) The Authority must give notice in the Gazette of any revocation under subsection (1) or (3) of any approval or recognition of a corporation under section 9(1) or (2).[4/2017]
General obligations
15.—(1) An approved exchange must —(a) as far as is reasonably practicable, ensure that every organised market it operates is a fair, orderly and transparent organised market; (b) manage any risks associated with its business and operations prudently; (c) in discharging its obligations under this Act, not act contrary to the interests of the public, having particular regard to the interests of the investing public; (d) ensure that access for participation in its facilities is subject to criteria that —(i) are fair and objective; and (ii) are designed to ensure the orderly functioning of the organised market that it operates and to protect the interests of the investing public; (e) maintain business rules and, where appropriate, listing rules that make satisfactory provision for —(i) the organised market to be operated in a fair, orderly and transparent manner; and (ii) the proper regulation and supervision of its members; (f) enforce compliance with its business rules and, where appropriate, its listing rules; (g) have sufficient financial, human and system resources —(i) to operate a fair, orderly and transparent organised market; (ii) to meet contingencies or disasters; and (iii) to provide adequate security arrangements; (h) maintain governance arrangements that are adequate for its organised market to be operated in a fair, orderly and transparent manner; and (i) 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)(g), “contingencies or disasters” includes technical disruptions occurring within automated systems.[4/2017]
Obligation to notify Authority of certain matters
16.—(1) An approved exchange 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 approved exchange in its application under section 8(1) or 12(1); (b) any change to the type or number of organised markets it operates; (c) the carrying on of any business (called in this section a proscribed business) by the approved exchange other than such business or such class of businesses prescribed by regulations made under section 44; (d) the acquisition by the approved exchange 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 prescribed by regulations made under section 44; (e) the approved exchange becoming aware of any financial irregularity or other matter which in its opinion —(i) may affect its ability to discharge its financial obligations; or (ii) may affect the ability of a member of the approved exchange to meet its financial obligations to the approved exchange; (f) the approved exchange reprimanding, fining, suspending, expelling or otherwise taking disciplinary action against a member of the approved exchange; (g) any other matter that the Authority may —(i) prescribe by regulations made under section 44 for the purposes of this subsection; or (ii) specify by written notice to the approved exchange in any particular case.[4/2017] (2) Without limiting section 45(1), the Authority may, at any time after receiving a notice mentioned in subsection (1), issue directions to the approved exchange —(a) where the notice relates to a matter mentioned in subsection (1)(c) —(i) requiring it to cease carrying on the proscribed business; or (ii) permitting it to carry on the proscribed business subject to such conditions or restrictions as the Authority may impose, if the Authority is of the opinion that the carrying on of the proscribed business subject to those conditions or restrictions is necessary for any purpose mentioned in section 45(1)(a) to (d); or (b) where the notice relates to a matter mentioned in subsection (1)(d) —(i) requiring it 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) requiring it 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, if the Authority is of the opinion that such exercise or non‑exercise of rights subject to those conditions or restrictions is necessary for any purpose mentioned in section 45(1)(a) to (d).[4/2017] (3) An approved exchange 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 approved exchange must notify the Authority of any matter that the Authority may prescribe by regulations made under section 44 for the purposes of this subsection, no later than such time as the Authority may prescribe by those regulations.[4/2017] (5) An approved exchange must notify the Authority of any matter that the Authority may specify by written notice to the approved exchange, no later than such time as the Authority may specify in that notice.[4/2017]
Obligation to manage risks prudently
17.—(1) Without limiting section 15(1)(b), an approved exchange must ensure that the systems and controls concerning the assessment and management of risks to every organised market that the approved exchange operates are adequate and appropriate for the scale and nature of its operations.[4/2017] (2) Any approved exchange 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]
Obligation to maintain proper records
18.—(1) An approved exchange must maintain a record of all transactions effected through its organised market in accordance with regulations mentioned in subsection (2).[4/2017] (2) The Authority may prescribe by regulations made under section 44 —(a) the form and manner in which the record mentioned in subsection (1) is to be maintained; (b) the extent to which the record includes details of each transaction; and (c) the period of time that the record is to be maintained.[4/2017]
Obligation to submit periodic reports
19. An approved exchange must submit to the Authority such reports in such form and manner, and at such frequency, as the Authority may prescribe by regulations made under section 44.[4/2017]
Obligation to assist Authority
20. An approved exchange must provide such assistance to the Authority as the Authority may require for the performance of the Authority’s functions and duties, including —(a) the furnishing of such returns as the Authority may require for the proper administration of this Act; and (b) the provision of —(i) such books and information as the Authority may require for the proper administration of this Act, being books and information —(A) relating to the business of the approved exchange; (B) in respect of any transaction or class of transactions, whether completed or uncompleted, effected through the organised market of the approved exchange; or (C) in respect of any product or class of products traded on the organised market of the approved exchange; and (ii) such other information as the Authority may require for the proper administration of this Act.[4/2017]
Obligation to maintain confidentiality
21.—(1) Subject to subsection (2), an approved exchange and its officers and employees must maintain, and aid in maintaining, the confidentiality of all user information that —(a) comes to the knowledge of the approved exchange or any of its officers or employees; or (b) is in the possession of the approved exchange or any of its officers or employees.[4/2017] (2) Subsection (1) does not apply to —(a) the disclosure of user information for such purposes, or in such circumstances, as the Authority may prescribe by regulations made under section 44; (b) any disclosure of user information which is authorised by the Authority to be disclosed or provided; or (c) the disclosure of user information pursuant to any requirement imposed under any written law or order of court in Singapore.[4/2017] (3) To avoid doubt, nothing in this section is to be construed as preventing an approved exchange from entering into a written agreement with a user that obliges the approved exchange to maintain a higher degree of confidentiality than that specified in this section.[4/2017]
Penalties under this Subdivision
22. Any approved exchange which contravenes section 15(1), 16(1) or (3), 18(1), 19, 20 or 21(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]
Business rules and listing rules of approved exchanges
23.—(1) Without limiting sections 15 and 44 —(a) the Authority may by regulations made under section 44 prescribe the matters that an approved exchange must provide for in the business rules or listing rules of the approved exchange; and (b) the approved exchange must provide for those matters in its business rules or listing rules, as the case may be.[4/2017] (2) An approved exchange must not make any amendment to its business rules or listing rules unless it complies with such requirements as the Authority may prescribe by regulations made under section 44.[4/2017] (3) In this Subdivision, any reference to an amendment to a business rule or listing rule is to be construed as a reference to a change to the scope of, or to any requirement, obligation or restriction under, the business rule or listing rule (as the case may be), whether the change is made by an alteration to the text of the rule or by any other notice issued by or on behalf of the approved exchange.[4/2017] (4) Any approved exchange 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]
Business rules of approved exchanges have effect as contract
24.—(1) The business rules of an approved exchange are to be treated, and are to operate, as a binding contract —(a) between the approved exchange and each member; and (b) between each member and every other member.[4/2017] (2) The approved exchange and each member are treated to have agreed to observe and perform the provisions of the business rules that are in force for the time being, so far as those provisions are applicable to the approved exchange or that member, as the case may be.[4/2017]
Power of court to order observance or enforcement of business rules or listing rules
25.—(1) Where any person (A) which is under an obligation to comply with, observe, enforce or give effect to the business rules or listing rules of an approved exchange fails to do so, the General Division of the High Court may, on the application of the Authority, an approved exchange or a person aggrieved by the failure (B), and after giving A an opportunity to be heard, make an order directing A to comply with, observe, enforce or give effect to those business rules or listing rules.[4/2017; 40/2019] (2) This section is in addition to, and not in derogation of, any other remedy available to B.[4/2017] (3) Any person which, without reasonable excuse, contravenes an order made under 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 2 years or to both.[4/2017] (4) Subject to subsection (5), subsection (3) does not affect the powers of the court in relation to the punishment of contempt of the court.[4/2017] (5) Where a person is convicted of an offence under subsection (3) in respect of any contravention of an order made under subsection (1), such contravention is not punishable as a contempt of court.[4/2017] (6) A person must not be convicted of an offence under subsection (3) in respect of any contravention of an order made under subsection (1) that has been punished as a contempt of court.[4/2017]
Non‑compliance with business rules or listing rules not to substantially affect rights of person
26. Any failure by an approved exchange to comply with —(a) this Act; (b) its business rules; or (c) where applicable, its listing rules, in relation to a matter does not prevent that matter from being treated, for the purposes of this Act, as done in accordance with the business rules or listing rules so long as the failure does not substantially affect the rights of any person entitled to require compliance with the business rules or listing rules. [4/2017]
Control of substantial shareholding in approved exchange
27.—(1) A person must not enter into any agreement to acquire shares in an approved exchange by virtue of which the person would, if the agreement had been carried out, become a substantial shareholder of the approved exchange without first obtaining the approval of the Authority to enter into the agreement.[4/2017] (2) A person must not become —(a) a 12% controller; or (b) a 20% controller, of an approved exchange without first obtaining the approval of the Authority. [4/2017] (3) In subsection (2) —“12% controller” means a person, not being a 20% controller, who alone or together with the person’s associates —(a) holds not less than 12% of the shares in the approved exchange; or (b) is in a position to control not less than 12% of the votes in the approved exchange; “20% controller” means a person who, alone or together with the person’s associates —(a) holds not less than 20% of the shares in the approved exchange; or (b) is in a position to control not less than 20% of the votes in the approved exchange.[4/2017] (4) In this section —(a) a person holds a share if —(i) the person is deemed to have an interest in that share under section 7(6) to (10) of the Companies Act 1967; or (ii) the person otherwise has a legal or an equitable interest in that share, except such interest as is to be disregarded under section 7(6) to (10) of the Companies Act 1967; (b) a reference to the control of a percentage of the votes in an approved exchange is to be construed as a reference to the control, whether direct or indirect, of that percentage of the total number of votes that might be cast in a general meeting of the approved exchange; and (c) a person (A) is an associate of another person (B) if —(i) A is the spouse, a parent, remoter lineal ancestor or step‑parent, a son, daughter, remoter issue, stepson or stepdaughter or a brother or sister of B; (ii) A is a body corporate that is, or a majority of the directors of which are, accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of B; (iii) A is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B; (iv) A is a subsidiary of B; (v) A is a body corporate in which B, whether alone or together with other associates of B as described in sub‑paragraphs (ii), (iii) and (iv), is in a position to control not less than 20% of the votes in A; or (vi) A is a person with whom B has an agreement or arrangement, whether oral or in writing and whether express or implied, to act together with respect to the acquisition, holding or disposal of shares or other interests in, or with respect to the exercise of their votes in relation to, the approved exchange.[4/2017] (5) The Authority may grant its approval mentioned in subsection (1) or (2) subject to conditions or restrictions.[4/2017] (6) Without affecting subsection (13), the Authority may, for the purposes of securing compliance with subsection (1) or (2), or any condition or restriction imposed under subsection (5), by written notice, direct the transfer or disposal of all or any of the shares of an approved exchange in which a substantial shareholder, 12% controller or 20% controller of the approved exchange has an interest.[4/2017] (7) Until a person to whom a direction has been issued under subsection (6) transfers or disposes of the shares that are the subject of the direction, and despite anything to the contrary in the Companies Act 1967 or the constitution or other constituent document or documents of the approved exchange —(a) no voting rights are exercisable in respect of the shares that are the subject of the direction; (b) the approved exchange must not offer or issue any shares (whether by way of rights, bonus, share dividend or otherwise) in respect of the shares that are the subject of the direction; and (c) except in a liquidation of the approved exchange, the approved exchange must not make any payment (whether by way of cash dividend, dividend in kind or otherwise) in respect of the shares that are the subject of the direction.[4/2017] (8) Any issue of shares by an approved exchange in contravention of subsection (7)(b) is treated as void, and a person to whom a direction has been issued under subsection (6) must immediately return those shares to the approved exchange, upon which the approved exchange must return to the person any payment received from the person in respect of those shares.[4/2017] (9) Any payment made by an approved exchange in contravention of subsection (7)(c) is treated as void, and a person to whom a direction has been issued under subsection (6) must immediately return the payment the person has received to the approved exchange.[4/2017] (10) The Authority may, by regulations made under section 44, exempt —(a) any person or class of persons; or (b) any class or description of shares or interests in shares, from the requirement under subsection (1) or (2), subject to such conditions or restrictions as may be prescribed in those regulations. [4/2017] (11) The Authority may, by written notice, exempt any person, shares or interests in shares from subsection (1) or (2), subject to such conditions or restrictions as the Authority may specify by written notice.[4/2017] (12) It is not necessary to publish any exemption granted under subsection (11) in the Gazette.[4/2017] (13) Any person who contravenes subsection (1) or (2), or any condition or restriction imposed by the Authority under subsection (5), 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] (14) Any person who contravenes subsection (7)(b) or (c), (8) or (9) or any direction issued by the Authority under 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.[4/2017]
Approval of chairperson, chief executive officer, director and key persons
28.—(1) An approved exchange must not appoint a person as its chairperson, chief executive officer or director unless the approved exchange has obtained the approval of the Authority.[4/2017] (2) The Authority may, by written notice, require an approved exchange to obtain the approval of the Authority for the appointment of any person to any key management position or committee of the approved exchange and the approved exchange must comply with the notice.[4/2017] (3) An application for approval under subsection (1) or (2) must be made in such form and manner as the Authority may specify.[4/2017] (4) Without limiting section 44 and to any other matter that the Authority may consider relevant, the Authority may, in determining whether to grant its approval under subsection (1) or (2), have regard to such criteria as the Authority may prescribe by regulations made under section 44 or notify in writing to the approved exchange.[4/2017] (5) Subject to subsection (6), the Authority must not refuse an application for approval under this section without giving the approved exchange an opportunity to be heard.[4/2017] (6) The Authority may refuse an application for approval on any of the following grounds without giving the approved exchange an opportunity to be heard:(a) the person is an undischarged bankrupt, whether in Singapore or elsewhere; (b) the person has been convicted, whether in Singapore or elsewhere, of an offence, committed before, on or after 8 October 2018 —(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 this section, the Authority need not give the person who was proposed to be appointed an opportunity to be heard.[4/2017] (8) An approved exchange must, as soon as practicable, give written notice to the Authority of the resignation or removal of its chairperson, chief executive officer or director, or of any person mentioned in any notice issued by the Authority to the approved exchange under subsection (2).[4/2017] (9) The Authority may make regulations under section 44 relating to the composition and duties of the board of directors or any committee of an approved exchange.[4/2017] (10) In this section, “committee” includes any committee of directors, disciplinary committee or appeals committee of an approved exchange, or any body responsible for disciplinary action against a member of an approved exchange.[4/2017] (11) The Authority may, by regulations made under section 44, exempt any approved exchange or class of approved exchanges from complying with subsection (1) or (8), subject to such conditions or restrictions as may be prescribed in those regulations.[4/2017] (12) The Authority may, by written notice, exempt any approved exchange from complying with subsection (1) or (8), subject to such conditions or restrictions as the Authority may specify by written notice.[4/2017] (13) It is not necessary to publish any exemption granted under subsection (12) in the Gazette.[4/2017] (14) Any approved exchange which contravenes subsection (1), (2) or (8) 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]
Listing, de‑listing or trading of certain instruments, contracts and transactions
29.—(1) An approved exchange must, in respect of any relevant product that is listed or permitted for trading on any organised market operated by the approved exchange, comply with requirements prescribed by regulations made under section 44 or specified in directions issued under section 45 relating to —(a) the limits that the approved exchange must establish on the number of open positions that may be held by any participant in respect of the relevant product; (b) the steps that the approved exchange must take to ensure compliance with the limits established under paragraph (a); (c) the positions that the approved exchange must reckon for the purpose of determining if limits established under paragraph (a) have been exceeded; (d) the settlement procedures that the approved exchange must establish in respect of the relevant product; (e) the limits that the approved exchange must establish on the price movements of the relevant product; and (f) any other matter in respect of the relevant product that the Authority considers necessary or expedient for the furtherance of the objectives mentioned in section 5.[4/2017] (2) An approved exchange must, within such time and in such form and manner as the Authority may specify, notify the Authority that it has taken measures to comply with the requirements mentioned in subsection (1) —(a) before listing or de‑listing, or permitting the trading of, any relevant product on any organised market operated by the approved exchange; and (b) after listing or permitting the trading of any relevant product on any organised market operated by the approved exchange.[4/2017] (3) An approved exchange which is required under subsection (2) to notify the Authority must use due care to ensure that the notification is not false or misleading in any material particular.[4/2017] (4) Any approved exchange 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] (5) Any approved exchange which contravenes subsection (2)(a) or (b) 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] (6) Any approved exchange which contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.[4/2017] (7) Any participant who wilfully exceeds any limit established by an approved exchange in accordance with the requirements imposed under subsection (1)(a) on the number of open positions that may be held by any participant in respect of any relevant product shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000.[4/2017] (8) In this section, “relevant product” means any instrument, contract or transaction on any organised market operated by the approved exchange, but does not include —(a) securities; (b) any unit in a collective investment scheme; (c) a spot contract; (d) a deposit as defined in section 4B of the Banking Act 1970, where the deposit is accepted by a bank or merchant bank licensed under that Act; (e) a deposit as defined in section 2 of the Finance Companies Act 1967, where the deposit is accepted by a finance company as defined in that section of that Act; (f) any contract of insurance in relation to any class of insurance business specified in section 3(1) of the Insurance Act 1966; or (g) any contract or arrangement that is, or that belongs to a class of contracts or arrangements that is, prescribed not to be a derivatives contract.[4/2017; 1/2020]
Listing of approved exchange on organised market
30.—(1) The securities or securities‑based derivatives contracts of an approved exchange must not be listed for quotation on an organised market that is operated by the approved exchange or any of its related corporations unless the approved exchange and the operator of the organised market have entered into such arrangements as the Authority may require —(a) for dealing with possible conflicts of interest that may arise from such listing; and (b) for the purpose of ensuring the integrity of the trading of the securities or securities‑based derivatives contracts (as the case may be) of the approved exchange on the organised market.[4/2017] (2) Where the securities or securities‑based derivatives contracts of an approved exchange are listed for quotation on an organised market operated by the approved exchange or any of its related corporations, the Authority may act in place of the operator of the organised market in making decisions and taking action, or require the operator of the organised market to make decisions and to take action on behalf of the Authority, on —(a) the admission of the approved exchange to, or the removal of the approved exchange from, the official list of the organised market; and (b) the granting of approval for the securities or securities‑based derivatives contracts (as the case may be) of the approved exchange to be, or the stopping or suspending of the securities or securities‑based derivatives contracts (as the case may be) of the approved exchange from being, listed for quotation or quoted on the organised market.[4/2017] (3) The Authority may, by written notice to the operator of the organised market —(a) modify the listing rules of the organised market for the purpose of their application to the listing for quotation or trading of the securities or securities‑based derivatives contracts of the approved exchange; or (b) waive the application of any listing rule of the organised market to the approved exchange.[4/2017] (4) Any approved exchange 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]
Auditors of approved exchanges — appointment and duties
31.—(1) Despite any other provision of this Act or any other written law, every approved exchange must —(a) on an annual basis, appoint an auditor and obtain the approval of the Authority to such appointment; and (b) where, for any reason, the auditor ceases to act for the approved exchange, as soon as practicable thereafter, appoint another auditor and obtain the approval of the Authority to such appointment. (2) An auditor must not be approved by the Authority as an auditor for an approved exchange unless the auditor is able to comply with such conditions in relation to the discharge of an auditor’s duties as the Authority may determine. (3) The Authority may appoint an auditor for an approved exchange if —(a) the approved exchange fails to appoint an auditor in accordance with subsection (1); or (b) the Authority considers it desirable that another auditor should act with an auditor for the approved exchange appointed under subsection (1), and may at any time fix the remuneration to be paid by the approved exchange to that auditor. (4) The duties of an auditor appointed under subsections (1) and (3) are —(a) to carry out, for the year in respect of which the auditor is appointed, an audit of the accounts of the approved exchange; and (b) to make a report in respect of the latest financial statements of the approved exchange or, where the approved exchange is a parent company for which consolidated financial statements are prepared, the consolidated financial statements, in accordance with section 207 of the Companies Act 1967. (5) The Authority may, by written notice, impose all or any of the following duties on an auditor in addition to those in subsection (4):(a) a duty to submit to the Authority such additional information in relation to the auditor’s audit as the Authority considers necessary; (b) a duty to enlarge or extend the scope of the auditor’s audit of the business and affairs of the approved exchange; (c) a duty to carry out any other examination or establish any procedure in any particular case; (d) a duty to submit to the Authority a report on any of the matters mentioned in paragraphs (b) and (c). (6) An auditor to whom a notice is given under subsection (5) must comply with each direction specified in the notice. (7) The approved exchange must remunerate the auditor in respect of the discharge by the auditor of the duties mentioned in subsection (5). (8) Despite any other provision of this Act or the provisions of the Companies Act 1967, the Authority may, if it is not satisfied with the performance of any duty by an auditor of an approved exchange, at any time —(a) direct the approved exchange to remove the auditor; and (b) direct the approved exchange to appoint another auditor approved by the Authority, as soon as practicable after the removal, and the approved exchange must comply with such direction. (9) If an auditor discloses in good faith to the Authority any information mentioned in subsection (5)(a) or report mentioned in subsection (5)(d), the disclosure is not to be treated as a breach of any restriction on the disclosure imposed by any law, contract or rules of professional conduct, and the auditor is not liable for any loss arising from the disclosure or any act or omission as a result of the disclosure. (10) An approved exchange that 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. (11) An approved exchange that fails to comply with a direction under subsection (8) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $250,000 and, in the case of a continuing offence, to a further fine not exceeding $25,000 for every day or part of a day during which the offence continues after conviction. (12) Any auditor who fails to carry out any duty mentioned in subsection (4), or who fails to comply with subsection (6), 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.[Act 12 of 2024 wef 24/01/2025]
Auditors of approved exchanges to report certain matters and irregularities to Authority
31A.—(1) If an auditor of an approved exchange, in the course of performing the auditor’s duties mentioned in section 31(4) or (5), becomes aware of any matter or irregularity mentioned in the following paragraphs, the auditor must immediately send to the Authority a written report of that matter or irregularity:(a) any matter that, in the auditor’s opinion, adversely affects or may adversely affect the financial position of the approved exchange to a material extent; (b) any matter that, in the auditor’s opinion, constitutes or may constitute a breach of any provision of this Act or an offence involving fraud or dishonesty; (c) any irregularity that has or may have a material effect upon the accounts of the approved exchange, including any irregularity that affects or jeopardises, or may affect or jeopardise, the funds or property of investors. (2) An auditor of an approved exchange is not, in the absence of malice on the auditor’s part, liable to any action for defamation at the suit of any person in respect of any statement made in the auditor’s report under subsection (1). (3) Subsection (2) does not restrict or affect any right, privilege or immunity that the auditor of an approved exchange may have, apart from this section, as a defendant in an action for defamation.[Act 12 of 2024 wef 24/01/2025]
Power of Authority to appoint auditor to examine and audit books of approved exchange
31B.—(1) Where —(a) an approved exchange is required under section 19 to submit to the Authority an auditor’s report but fails to do so; or (b) the Authority receives a report under section 31A(1), the Authority may, without affecting its powers under section 31, if it is satisfied that it is in the interests of the approved exchange, the participants of the approved exchange 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 approved exchange. (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 approved exchange, the Authority may, in writing, direct the approved exchange 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 an approved exchange 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.[Act 12 of 2024 wef 24/01/2025]
Restriction on auditor’s and employee’s right to communicate certain matters
31C. Except as may be necessary for carrying into effect 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 who is carrying out any duty imposed under section 31(5) or who is appointed under section 31B, or any employee of such 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; (b) in the case of an employee of such auditor, the auditor; and (c) any other person authorised by the Authority in writing to receive such information.[Act 12 of 2024 wef 24/01/2025]
Immunity from criminal or civil liability
32.—(1) No criminal or civil liability is incurred by —(a) an approved exchange; or (b) any person acting on behalf of an approved exchange, for any thing 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, the discharge or purported discharge of the obligations of the approved exchange under this Act or under the business rules or, where appropriate, listing rules of the approved exchange. [4/2017] (2) For the purposes of subsection (1), the reference to a person acting on behalf of an approved exchange includes —(a) any director of an approved exchange; or (b) any member of any committee established by an approved exchange.[4/2017]
General obligations
33.—(1) A recognised market operator must —(a) as far as is reasonably practicable, ensure that every organised market it operates is a fair, orderly and transparent organised market; (b) manage any risks associated with its business and operations prudently; (c) in discharging its obligations under this Act, not act contrary to the interests of the public, having particular regard to the interests of the investing public; (d) ensure that access for participation in its facilities is subject to criteria that are —(i) fair and objective; and (ii) designed to ensure the orderly functioning of its organised market and to protect the interests of the investing public; (e) maintain business rules and, where appropriate, listing rules that make satisfactory provision for —(i) the organised market to be operated in a fair, orderly and transparent manner; and (ii) the proper regulation and supervision of its members; (f) enforce compliance with its business rules and, where appropriate, its listing rules; (g) have sufficient financial, human and system resources —(i) to operate a fair, orderly and transparent organised market; (ii) to meet contingencies or disasters; and (iii) to provide adequate security arrangements; (h) maintain governance arrangements that are adequate for its organised market to be operated in a fair, orderly and transparent manner; and (i) 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)(g), “contingencies or disasters” includes technical disruptions occurring within automated systems.[4/2017]
Obligation to notify Authority of certain matters
34.—(1) A recognised market operator 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 recognised market operator in its application under section 8(1) or (2) or 12(1); (b) the recognised market operator becoming aware of any financial irregularity or other matter which in its opinion —(i) may affect its ability to discharge its financial obligations; or (ii) may affect the ability of a participant of the recognised market operator to meet its financial obligations to the recognised market operator; (c) any other matter that the Authority may —(i) prescribe by regulations made under section 44 for the purposes of this paragraph; or (ii) specify by written notice to the recognised market operator in any particular case.[4/2017] (2) A recognised market operator must notify the Authority of any matter that the Authority may prescribe by regulations made under section 44 for the purposes of this subsection, no later than such time as the Authority may prescribe by those regulations.[4/2017] (3) A recognised market operator must notify the Authority of any matter that the Authority may specify by written notice to the recognised market operator, no later than such time as the Authority may specify in that notice.[4/2017]
Obligation to manage risks prudently
35.—(1) Without limiting section 33(1)(b), a recognised market operator must ensure that the systems and controls concerning the assessment and management of risks to every organised market that the recognised market operator operates are adequate and appropriate for the scale and nature of its operations.[4/2017] (2) Any recognised market operator 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.[4/2017]
Obligation to maintain proper records
36.—(1) A recognised market operator must maintain a record of all transactions effected through its organised market in accordance with regulations mentioned in subsection (2).[4/2017] (2) The Authority may by regulations made under section 44 prescribe —(a) the form and manner in which the record mentioned in subsection (1) is to be maintained; (b) the extent to which the record includes details of each transaction; and (c) the period of time that the record is to be maintained.[4/2017]
Obligation to submit periodic reports
37. A recognised market operator must submit to the Authority such reports in such form and manner, and at such frequency, as the Authority may prescribe by regulations made under section 44.[4/2017]
Obligation to assist Authority
38. A recognised market operator 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 furnishing of such returns as the Authority may require for the proper administration of this Act; and (b) the provision of —(i) such books and information as the Authority may require for the proper administration of this Act, being books and information —(A) relating to the business of the recognised market operator; (B) in respect of any transaction or class of transactions, whether completed or uncompleted, effected through the organised market of the recognised market operator; or (C) in respect of any product or class of products traded on the organised market of the recognised market operator; and (ii) such other information as the Authority may require for the proper administration of this Act.[4/2017]
Obligation to maintain confidentiality
39.—(1) Subject to subsection (2), a recognised market operator and its officers and employees must maintain, and aid in maintaining, the confidentiality of all user information that —(a) comes to the knowledge of the recognised market operator or any of its officers or employees; or (b) is in the possession of the recognised market operator or any of its officers or employees.[4/2017] (2) Subsection (1) does not apply to —(a) the disclosure of user information for such purposes, or in such circumstances, as the Authority may prescribe by regulations made under section 44; (b) any disclosure of user information which is authorised by the Authority to be disclosed or provided; or (c) the disclosure of user information pursuant to any requirement imposed under any written law or order of court in Singapore.[4/2017] (3) To avoid doubt, nothing in this section is to be construed as preventing a recognised market operator from entering into a written agreement with a user that obliges the recognised market operator to maintain a higher degree of confidentiality than that specified in this section.[4/2017]
Non‑compliance with business rules or listing rules not to substantially affect rights of person
40. Any failure by a recognised market operator to comply with —(a) this Act; (b) its business rules; or (c) where applicable, its listing rules, in relation to a matter does not prevent the matter from being treated, for the purposes of this Act, as done in accordance with the business rules or listing rules so long as the failure does not substantially affect the rights of any person entitled to require compliance with the business rules or listing rules. [4/2017]
Listing, de‑listing or trading of certain instruments, contracts and transactions
41.—(1) A recognised market operator must, in respect of any relevant product that is listed or permitted for trading on any organised market operated by the recognised market operator, comply with requirements prescribed by regulations made under section 44 or specified in directions issued under section 45 relating to —(a) the limits that the recognised market operator must establish on the number of open positions that may be held by any participant in respect of the relevant product; (b) the steps that the recognised market operator must take to ensure compliance with the limits established under paragraph (a); (c) the positions that the recognised market operator must reckon for the purpose of determining if limits established under paragraph (a) have been exceeded; (d) the settlement procedures that the recognised market operator must establish in respect of the relevant product; (e) the limits that the recognised market operator must establish on the price movements of the relevant product; and (f) any other matter in respect of the relevant product that the Authority considers necessary or expedient for the furtherance of the objectives mentioned in section 5.[4/2017] (2) A recognised market operator must, within such time and in such form and manner as the Authority may specify, notify the Authority that it has taken measures to comply with the requirements mentioned in subsection (1) —(a) before listing or de‑listing, or permitting the trading of, any relevant product on any organised market operated by the recognised market operator; and (b) after listing or permitting the trading of any relevant product on any organised market operated by the recognised market operator.[4/2017] (3) A recognised market operator which is required under subsection (2) to notify the Authority must use due care to ensure that the notification is not false or misleading in any material particular.[4/2017] (4) Any recognised market operator 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.[4/2017] (5) Any recognised market operator which contravenes subsection (2)(a) or (b) 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] (6) Any recognised market operator which contravenes subsection (3) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $50,000.[4/2017] (7) Any participant who wilfully exceeds any limit established by a recognised market operator in accordance with the requirements imposed under subsection (1)(a) on the number of open positions that may be held by any participant in respect of any relevant product shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000.[4/2017] (8) In this section, “relevant product” means any instrument, contract or transaction on any organised market operated by the recognised market operator, but does not include —(a) securities; (b) any unit in a collective investment scheme; (c) a spot contract; (d) a deposit as defined in section 4B of the Banking Act 1970, where the deposit is accepted by a bank or merchant bank licensed under that Act; (e) a deposit as defined in section 2 of the Finance Companies Act 1967, where the deposit is accepted by a finance company as defined in that section of that Act; (f) any contract of insurance in relation to any class of insurance business specified in section 3(1) of the Insurance Act 1966; or (g) any contract or arrangement that is, or that belongs to a class of contracts or arrangements that is, prescribed not to be a derivatives contract.[4/2017; 1/2020]
Control of shareholding in Singapore recognised market operator
41A.—(1) A person must not become a 20% controller of a Singapore recognised market operator without first obtaining the approval of the Authority. (2) In this section and section 41B, “20% controller”, in relation to a Singapore recognised market operator, means a person who, alone or together with the person’s associates —(a) holds not less than 20% of the shares in the Singapore recognised market operator; or (b) is in a position to control not less than 20% of the votes in the Singapore recognised market operator. (3) In this section —(a) a person holds a share if —(i) the person is deemed to have an interest in that share under section 7(6) to (10) of the Companies Act 1967; or (ii) the person otherwise has a legal or an equitable interest in that share, except such interest as is to be disregarded under section 7(6) to (10) of the Companies Act 1967; (b) a reference to the control of a percentage of the votes in a Singapore recognised market operator is a reference to the control, whether direct or indirect, of that percentage of the total number of votes that might be cast in a general meeting of the Singapore recognised market operator; and (c) a person (A) is an associate of another person (B) if —(i) A is the spouse, a parent, remoter lineal ancestor or step-parent, a son, daughter, remoter issue, step-son or step-daughter or a brother or sister of B; (ii) A is a body corporate that is, or a majority of the directors of which are, accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B; (iii) A is a person who is accustomed or under an obligation, whether formal or informal, to act in accordance with the directions, instructions or wishes of B; (iv) A is a subsidiary of B; (v) A is a body corporate in which B, whether alone or together with other associates of B as described in sub-paragraphs (ii), (iii) and (iv), is in a position to control not less than 20% of the votes in A; or (vi) A is a person with whom B has an agreement or arrangement, whether oral or in writing and whether express or implied, to act together with respect to the acquisition, holding or disposal of shares or other interests in, or with respect to the exercise of their votes in relation to, the Singapore recognised market operator. (4) The Authority may grant its approval mentioned in subsection (1) subject to such conditions or restrictions as the Authority may impose. (5) Without affecting subsection (12), the Authority may, for the purposes of securing compliance with subsection (1) or any condition or restriction imposed under subsection (4), by written notice, direct the transfer or disposal of all or any of the shares of a Singapore recognised market operator in which a 20% controller of the Singapore recognised market operator has an interest. (6) Until a person to whom a direction has been issued under subsection (5) transfers or disposes of the shares that are the subject of the direction, and despite anything to the contrary in the Companies Act 1967 or the constitution or other constituent document or documents of the Singapore recognised market operator —(a) no voting rights are exercisable in respect of the shares that are the subject of the direction; (b) the Singapore recognised market operator must not offer or issue any shares (whether by way of rights, bonus, share dividend or otherwise) in respect of the shares that are the subject of the direction; and (c) except in a liquidation of the Singapore recognised market operator, the Singapore recognised market operator must not make any payment (whether by way of cash dividend, dividend in kind or otherwise) in respect of the shares that are the subject of the direction. (7) Any issue of shares by a Singapore recognised market operator in contravention of subsection (6)(b) is void, and a person to whom a direction has been issued under subsection (5) must immediately return those shares to the Singapore recognised market operator, upon which the Singapore recognised market operator must return to the person any payment received from the person in respect of those shares. (8) Any payment made by a Singapore recognised market operator in contravention of subsection (6)(c) is void, and a person to whom a direction has been issued under subsection (5) must immediately return the payment the person has received to the Singapore recognised market operator. (9) The Authority may, by regulations made under section 44, exempt —(a) any person or class of persons; or (b) any class or description of shares or interests in shares, from the requirement under subsection (1), subject to such conditions or restrictions as may be prescribed in those regulations. (10) The Authority may, by written notice, exempt any person, shares or interests in shares from subsection (1), subject to such conditions or restrictions as the Authority may specify by written notice. (11) It is not necessary to publish any exemption granted under subsection (10) in the Gazette. (12) Any person who contravenes subsection (1), or any condition or restriction imposed by the Authority under 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. (13) Any person who contravenes subsection (6)(b) or (c), (7) or (8) or any direction issued by the Authority under subsection (5) 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.[Act 12 of 2024 wef 24/01/2025]
Objection to control of Singapore recognised market operator
41B.—(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 41A; or (b) any person who, whether before, on or after the date of commencement of section 37 of the Financial Institutions (Miscellaneous Amendments) Act 2024, is a 20% controller of a Singapore recognised market operator, if the Authority is satisfied that — (c) any condition of approval imposed on the person under section 41A(4) has not been complied with; (d) the person is not or ceases to be a fit and proper person to be a 20% controller of the Singapore recognised market operator; (e) having regard to the likely influence of the person, the Singapore recognised market operator 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 41A; or (h) the Authority would not have granted its approval under section 41A had it been aware, at that time, of circumstances relevant to the person’s application for such approval. (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; (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. (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 20% controller of a Singapore recognised market operator; or (b) comply with such other requirements as the Authority may specify. (4) Any person served with a notice of objection under this section must comply with the notice. (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.[Act 12 of 2024 wef 24/01/2025]
Chairperson, chief executive officer, director and key persons, etc., of Singapore recognised market operator
41C.—(1) A Singapore recognised market operator must not appoint a person as its chairperson, chief executive officer or director unless the Singapore recognised market operator has obtained the approval of the Authority. (2) The Authority may, by written notice, require a Singapore recognised market operator to obtain the approval of the Authority for the appointment of any person to any key management position or committee of the Singapore recognised market operator, and the Singapore recognised market operator must comply with the notice. (3) An application for approval under subsection (1) or (2) must be made in such form and manner as the Authority may specify. (4) The Authority may, in determining whether to grant its approval under subsection (1) or (2), have regard to such criteria as the Authority may prescribe by regulations made under section 44 or notify the Singapore recognised market operator in writing, or to any other matter that the Authority may consider relevant. (5) Subject to subsection (6), the Authority must not refuse an application for approval under this section without giving the Singapore recognised market operator an opportunity to be heard. (6) The Authority may refuse an application for approval on any of the following grounds without giving the Singapore recognised market operator an opportunity to be heard:(a) the person is an undischarged bankrupt, whether in Singapore or elsewhere; (b) the person has been convicted, whether in Singapore or elsewhere, of an offence, committed before, on or after the date of commencement of section 37 of the Financial Institutions (Miscellaneous Amendments) Act 2024 —(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. (7) Where the Authority refuses an application for approval under this section, the Authority need not give the person who was proposed to be appointed an opportunity to be heard. (8) A Singapore recognised market operator must, as soon as practicable, give written notice to the Authority of the resignation or removal of its chairperson, chief executive officer or director, or of any person mentioned in any notice issued by the Authority to the Singapore recognised market operator under subsection (2). (9) The Authority may make regulations under section 44 relating to the composition and duties of the board of directors or any committee of a Singapore recognised market operator. (10) In this section, “committee” includes any committee of directors, disciplinary committee or appeals committee of a Singapore recognised market operator, or any body responsible for disciplinary action against a member of a Singapore recognised market operator. (11) The Authority may, by regulations made under section 44, exempt any Singapore recognised market operator or class of Singapore recognised market operators from complying with subsection (1) or (8), subject to such conditions or restrictions as the Authority may prescribe in those regulations. (12) The Authority may, by written notice, exempt any Singapore recognised market operator from complying with subsection (1) or (8), subject to such conditions or restrictions as the Authority may specify by written notice. (13) It is not necessary to publish any exemption granted under subsection (12) in the Gazette. (14) Any Singapore recognised market operator which contravenes subsection (1), (2) or (8) 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.[Act 12 of 2024 wef 24/01/2025]
Penalties under this Division
42. Any recognised market operator which contravenes section 33(1), 34, 36(1), 37, 38 or 39(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.[4/2017]
Disqualification or removal of director or executive officer
43.—(1) Despite the provisions of any other written law, an approved exchange, or a Singapore recognised market operator, must not, without the prior written consent of the Authority, permit an individual to act as its director or executive officer, if the individual —(a) has been convicted, whether in Singapore or elsewhere, of an offence committed before, on or after the date of commencement of section 38 of the Financial Institutions (Miscellaneous Amendments) Act 2024, 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; (b) is an undischarged bankrupt, whether in Singapore or elsewhere; (c) has had an enforcement order against him or her in respect of a judgment debt returned unsatisfied in whole or in part; (d) has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with his or her creditors, being a compromise or scheme of arrangement that is still in operation; (e) 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 (f) has been a director of, or directly concerned in the management of, a regulated financial institution, whether in Singapore or elsewhere —(i) which is being or has been wound up by a court; or (ii) the approval, authorisation, designation, recognition, registration or licence of which has been withdrawn, cancelled or revoked (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. (2) Despite the provisions of any other written law, where the Authority is satisfied that a director or executive officer of an approved exchange or a Singapore recognised market operator is not a fit and proper person to be a director or executive officer (as the case may be) of the approved exchange or Singapore recognised market operator (as the case may be), the Authority may, by notice in writing to the approved exchange or Singapore recognised market operator, direct it to remove the director or executive officer from his or her office or employment within such period as may be specified by the Authority in the notice, and the approved exchange or Singapore recognised market operator must comply with the notice. (3) For the purpose of subsection (2), 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 approved exchange or Singapore recognised market operator to contravene any provision of this Act or the business rules or listing rules of the approved exchange or Singapore recognised market operator; (b) the individual has, without reasonable excuse, failed to secure the compliance of the approved exchange or Singapore recognised market operator with this Act, the Monetary Authority of Singapore Act 1970, any of the written laws set out in the Schedule to that Act, or the business rules or listing rules of the approved exchange or Singapore recognised market operator; (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). (4) 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 (3)(c), have regard to such criteria as may be prescribed. (5) The Authority must not direct an approved exchange or Singapore recognised market operator to remove an individual from his or her office or employment under subsection (2) without giving the approved exchange or Singapore recognised market operator 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 and 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 38 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. (6) An approved exchange or Singapore recognised market operator must, as soon as practicable after receiving a direction under subsection (2), notify the affected director or executive officer of the direction. (7) Any approved exchange or Singapore recognised market operator who receives a direction under subsection (2), or any director or executive officer of an approved exchange or Singapore recognised market operator in relation to whom a direction under subsection (2) is given, may, within 30 days after the approved exchange or Singapore recognised market operator receives the direction, appeal to the Minister whose decision is final. (8) Despite the lodging of an appeal under subsection (7), a direction under subsection (2) continues to have effect pending the Minister’s decision. (9) The Minister may, when deciding an appeal under subsection (7), modify the direction under subsection (2), and such modified action has effect starting on the date of the Minister’s decision. (10) No criminal or civil liability is incurred by an approved exchange, a Singapore recognised market operator, or any person acting on behalf of an approved exchange or a Singapore recognised market operator, 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. (11) Any approved exchange, or Singapore recognised market operator, which, without reasonable excuse, contravenes subsection (1) or fails to comply with a notice issued under subsection (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.[Act 12 of 2024 wef 24/01/2025]
Power of Authority to make regulations
44.—(1) Without affecting section 341, the Authority may make regulations for the purposes of this Part, including regulations —(a) relating to the approval of approved exchanges and the recognition of recognised market operators; (b) relating to the requirements applicable to any person who establishes, operates or assists in establishing or operating an organised market, whether or not the person is approved as an approved exchange under section 9(1)(a) or recognised as a recognised market operator under section 9(1)(b) or (2); and (c) specifying measures to manage any risks assumed by an approved exchange or a recognised market operator.[4/2017] (2) Regulations made under this section may provide —(a) that a contravention of any specified provision of the regulations made under this section shall be an offence; and (b) for a penalty 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.[4/2017]
Power of Authority to issue directions
45.—(1) The Authority may issue directions, whether of a general or specific nature, by written notice, to an approved exchange or a recognised market operator, or a class of approved exchanges or class of recognised market operators, if the Authority thinks it necessary or expedient —(a) for ensuring the fair, orderly and transparent operation of any organised market operated by the approved exchange or recognised market operator, or of organised markets operated by approved exchanges or recognised market operators of the class, or by approved exchanges or recognised market operators in general;[Act 12 of 2024 wef 30/08/2024] (b) for ensuring the integrity and stability of the capital markets or the financial system; (c) in the interests of the public or a section of the public or for the protection of investors; (d) for the effective administration of this Act; or (e) for ensuring compliance with any condition or restriction that the Authority may impose under section 9(4) or (5), 16(2), 27(5), (10) or (11), 28(11) or (12), 41A(4), (9) or (10), 41C(11) or (12) or 46AAG(1) or (2), or such other obligations or requirements under this Act or as may be prescribed by regulations made under section 44.[4/2017] [Act 12 of 2024 wef 30/08/2024] [Act 12 of 2024 wef 24/01/2025] (2) An approved exchange or a recognised market operator must comply with every direction issued to it under subsection (1).[4/2017] (3) Any approved exchange or recognised market operator that, without reasonable excuse, contravenes a direction issued to it 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.[4/2017] (4) It is not necessary to publish any direction issued under subsection (1) in the Gazette.[4/2017]
Power of Authority in organised market
46.—(1) Without limiting section 45, where the Authority is of the opinion that it is necessary to prohibit trading in —(a) particular securities of, or made available by, an entity; (b) particular securities‑based derivatives contracts of, or made available by, an entity; or (c) particular units in a collective investment scheme, on an organised market of an approved exchange or a recognised market operator — (d) in order to protect persons buying or selling the securities, securities‑based derivatives contracts or units in a collective investment scheme, as the case may be; or (e) in the interests of the public, the Authority may give written notice to the approved exchange or recognised market operator stating that it is of that opinion and setting out the reasons for its opinion. [4/2017] (2) If, after the receipt of the notice given under subsection (1), the approved exchange or recognised market operator fails to take any action in relation to the particular securities, securities‑based derivatives contracts or units in a collective investment scheme (as the case may be) on that organised market and the Authority continues to be of the opinion that it is necessary to prohibit trading in the particular securities, securities‑based derivatives contracts or units in a collective investment scheme (as the case may be) on that organised market so as to achieve the objectives under subsection (1)(d) or (e), the Authority may, by written notice to the approved exchange or recognised market operator —(a) prohibit trading in the particular securities, securities‑based derivatives contracts or units in a collective investment scheme (as the case may be) on that organised market for such period not exceeding 14 days, as specified in the notice; and (b) impose conditions or restrictions on the approved exchange or recognised market operator, as specified in the notice.[4/2017] (3) The Authority may, at any time, by written notice, add to, vary or revoke any condition or restriction mentioned in subsection (2)(b).[4/2017] (4) An approved exchange or a recognised market operator on which a condition or restriction is imposed under subsection (2)(b) or (3) must satisfy that condition or restriction.[4/2017] (5) Where the Authority gives a notice to an approved exchange or a recognised market operator under subsection (2), the Authority must —(a) at the same time send a copy of the notice to —(i) in the case of securities, the entity; (ii) in the case of securities‑based derivatives contracts, the entity; or (iii) in the case of units in a collective investment scheme, the responsible person of the collective investment scheme, together with a statement setting out the reasons for the giving of the notice; and (b) as soon as practicable, submit to the Minister a written report setting out the reasons for the giving of the notice and send a copy of the report to the approved exchange or recognised market operator.[4/2017] (6) Any person who is aggrieved by any action taken by the Authority, an approved exchange or a recognised market operator under this section may, within 30 days after the person is notified of the action, appeal to the Minister whose decision is final.[4/2017] (7) Despite the lodging of an appeal under subsection (6), any action taken by the Authority, an approved exchange or a recognised market operator under this section continues to have effect pending the Minister’s decision.[4/2017] (8) The Minister may, when deciding an appeal under subsection (6), make such modification as the Minister considers necessary to any action taken by the Authority, an approved exchange or a recognised market operator under this section, and such modified action has effect starting on the date of the Minister’s decision.[4/2017] (9) Any approved exchange or recognised market operator which permits trading in securities, securities‑based derivatives contracts or units in a collective investment scheme, on the organised market of the approved exchange or recognised market operator in contravention of a notice given under subsection (2) 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]
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