§ 32 — Directions if national security interests affected

32.—(1) This section applies to any entity that satisfies any of the following conditions:(a)

the entity is incorporated, formed or established in Singapore;

(b)

the entity carries out any activity in Singapore;

(c)

the entity provides any goods and services to any person in Singapore.

(2) This section applies if —(a)

a person (X) —(i)

acquires any equity interest in the entity;

(ii)

acquires control of any voting power in the entity;

(iii)

disposes of any equity interest in the entity;

(iv)

disposes of control of any voting power in the entity;

(v)

becomes an indirect controller of the entity; or

(vi)

acquires the business or undertaking, or any part of the business or undertaking, of the entity,

(each called in this section the transaction); and

(b)

that entity has acted against the national security interests of Singapore within a period of 2 years after the transaction.

(3) If this section applies, the Minister may, within a period of 2 years and 30 days after the transaction, publish a notice in the Gazette (called in this Act a review notice) —(a)

describing the transaction to which the notice relates;

(b)

stating X’s name and the name of the entity; and

(c)

stating that the Minister is reviewing the transaction.

(4) The Minister may cancel a review notice at any time by publishing a notice in the Gazette to that effect.

(5) When the Minister has published, and has not cancelled, a review notice in relation to an entity, the Minister may at any time —(a)

direct the transfer or disposal (whether generally or to a specified person) of all or any of the equity interests in the entity held by X or any of X’s associates (called in this section and section 33 the section 32(5) equity interests), within the period, and subject to any conditions, that the Minister considers appropriate;

(b)

direct that the transfer or disposal of all or any of the section 32(5) equity interests be restricted, subject to any conditions that the Minister considers appropriate;

(c)

direct X to transfer or dispose (whether generally or to a specified person) of the control of voting power in the entity, within the period, and subject to any conditions, that the Minister considers appropriate;

(d)

direct —(i)

the entity;

(ii)

in the case of an entity that is a business trust — the trustee‑manager of the business trust; or

(iii)

in the case of an entity that is a trust other than a business trust — the trustee of the trust,

to take any steps that are necessary, within the period specified by the Minister, to cause X to cease to have control of any voting power in the entity or to be an indirect controller of the entity, as the case may be;

(e)

direct X to transfer or dispose (whether generally or to a specified person) of all or any part of the business or undertaking, within the period, and subject to any conditions, that the Minister considers appropriate;

(f)

direct —(i)

the entity;

(ii)

in the case of an entity that is a business trust — the trustee‑manager of the business trust; or

(iii)

in the case of an entity that is a trust other than a business trust — the trustee of the trust,

to restrict the disclosure of any information relating to the affairs of the entity to any person; or

(g)

make any other direction that the Minister considers appropriate.

(6) Before issuing any direction to a person under subsection (5), the Minister must —(a)

unless the Minister decides that it is not practicable or desirable to do so, give the person written notice of the Minister’s intention to issue the direction and specify a date by which the person may make written representations with regard to the direction; and

(b)

consider every written representation from the person received on or before the date specified under paragraph (a).

(7) The Minister may, at any time, revoke, vary or discharge any direction under subsection (5) or suspend the operation of any such direction.

(8) A person who fails to comply with a direction under subsection (5) (including a direction that is varied under subsection (7)) within the period specified by the Minister, shall be guilty of an offence.

(9) For the purposes of subsection (2)(b), a certificate issued by the Minister charged with the responsibility for internal security, stating that that Minister is satisfied that the entity mentioned in the certificate has acted against the national security interests of Singapore, is conclusive evidence that the entity has so acted.

—(1) This section applies to any entity that satisfies any of the following conditions:(a)

the entity is incorporated, formed or established in Singapore;

(b)

the entity carries out any activity in Singapore;

(c)

the entity provides any goods and services to any person in Singapore.

(2) This section applies if —(a)

a person (X) —(i)

acquires any equity interest in the entity;

(ii)

acquires control of any voting power in the entity;

(iii)

disposes of any equity interest in the entity;

(iv)

disposes of control of any voting power in the entity;

(v)

becomes an indirect controller of the entity; or

(vi)

acquires the business or undertaking, or any part of the business or undertaking, of the entity,

(each called in this section the transaction); and

(b)

that entity has acted against the national security interests of Singapore within a period of 2 years after the transaction.

(3) If this section applies, the Minister may, within a period of 2 years and 30 days after the transaction, publish a notice in the Gazette (called in this Act a review notice) —(a)

describing the transaction to which the notice relates;

(b)

stating X’s name and the name of the entity; and

(c)

stating that the Minister is reviewing the transaction.

(4) The Minister may cancel a review notice at any time by publishing a notice in the Gazette to that effect.

(5) When the Minister has published, and has not cancelled, a review notice in relation to an entity, the Minister may at any time —(a)

direct the transfer or disposal (whether generally or to a specified person) of all or any of the equity interests in the entity held by X or any of X’s associates (called in this section and section 33 the section 32(5) equity interests), within the period, and subject to any conditions, that the Minister considers appropriate;

(b)

direct that the transfer or disposal of all or any of the section 32(5) equity interests be restricted, subject to any conditions that the Minister considers appropriate;

(c)

direct X to transfer or dispose (whether generally or to a specified person) of the control of voting power in the entity, within the period, and subject to any conditions, that the Minister considers appropriate;

(d)

direct —(i)

the entity;

(ii)

in the case of an entity that is a business trust — the trustee‑manager of the business trust; or

(iii)

in the case of an entity that is a trust other than a business trust — the trustee of the trust,

to take any steps that are necessary, within the period specified by the Minister, to cause X to cease to have control of any voting power in the entity or to be an indirect controller of the entity, as the case may be;

(e)

direct X to transfer or dispose (whether generally or to a specified person) of all or any part of the business or undertaking, within the period, and subject to any conditions, that the Minister considers appropriate;

(f)

direct —(i)

the entity;

(ii)

in the case of an entity that is a business trust — the trustee‑manager of the business trust; or

(iii)

in the case of an entity that is a trust other than a business trust — the trustee of the trust,

to restrict the disclosure of any information relating to the affairs of the entity to any person; or

(g)

make any other direction that the Minister considers appropriate.

(6) Before issuing any direction to a person under subsection (5), the Minister must —(a)

unless the Minister decides that it is not practicable or desirable to do so, give the person written notice of the Minister’s intention to issue the direction and specify a date by which the person may make written representations with regard to the direction; and

(b)

consider every written representation from the person received on or before the date specified under paragraph (a).

(7) The Minister may, at any time, revoke, vary or discharge any direction under subsection (5) or suspend the operation of any such direction.

(8) A person who fails to comply with a direction under subsection (5) (including a direction that is varied under subsection (7)) within the period specified by the Minister, shall be guilty of an offence.

(9) For the purposes of subsection (2)(b), a certificate issued by the Minister charged with the responsibility for internal security, stating that that Minister is satisfied that the entity mentioned in the certificate has acted against the national security interests of Singapore, is conclusive evidence that the entity has so acted.