S 240

SECURITIES AND FUTURES ACT 2001

(ACT 42 OF 2001)

SECURITIES AND FUTURES (OFFERS OF INVESTMENTS) (SHARES AND DEBENTURES) REGULATIONS 2002

In exercise of the powers conferred by sections 240, 243, 256, 263, 277, 280, 318, 337, 339, 341 and 344 of the Securities and Futures Act 2001, the Monetary Authority of Singapore hereby makes the following Regulations:

PART I

PRELIMINARY

 Citation and commencement
 1.   These Regulations may be cited as the Securities and Futures (Offers of Investments) (Shares and
 Debentures) Regulations 2002 and shall come into operation on 1st July 2002.

 Definitions
 2.?(1)   In these Regulations, unless the context otherwise requires ?

"asset-backed securities" means debentures or units of debentures issued pursuant to a securitisation transaction;

"debenture issuance programme" means any scheme or arrangement by a corporation for the issue of debentures or units of debentures where only part of the maximum amount or aggregate number of debentures or units of debentures under the programme is offered initially and a further tranche or tranches may be offered subsequently;

"securitisation transaction" means an arrangement that involves the transfer or assignment of assets to a special purpose vehicle where ?

(a) such transfer is funded by the issuance of debentures or units of debentures not being debentures or units of debentures that are directly secured, in whole or in part, by fixed assets; and

(b) payments in respect of such debentures or units of debentures are principally derived, directly or indirectly, from the cash flows generated by the assets;

"SPV" means the corporation used as a special purpose vehicle to which assets are transferred or assigned under a securitisation transaction.

 (2)   Any reference in these Regulations to the issuer of shares or debentures or units of shares or debentures is
 a reference to ?

(a) in the case of shares or units of shares, a corporation which issues or proposes to issue those shares or units of shares; or

(b) in the case of debentures or units of debentures, a corporation or any other entity which issues or proposes to issue those debentures or units of debentures.

 (3)   Any reference in these Regulations to an offer of shares, debentures or units of shares or debentures means
 an offer of shares in, debentures of, or units of shares in or debentures of a corporation for subscription
 or purchase, and includes an invitation to subscribe for or purchase those shares, debentures or units of shares
 or debentures.

 (4)   Any word or expression used in these Regulations which is defined in section 239 of the Act shall have the
 same meaning as in that section.

 (5)   Any word or expression used in the Fifth to Twelfth Schedules shall, unless the context otherwise requires,
 be interpreted in accordance with this regulation and the Fourth Schedule.

 Forms
 3.   Where any provision of Division 1 of Part XIII of the Act or these Regulations provides for the lodgment of
 a document with the Authority, that document shall be lodged with the Authority ?

(a) in the relevant form in the First Schedule; or

(b) where there is no relevant form in that Schedule for that document, together with Form 5 in that Schedule.

 Directions in forms
 4.   A form prescribed by these Regulations shall be completed in accordance with such directions as may be
 prescribed in the form or as the Authority may specify.

 Fees
 5.   The fees specified in the Second Schedule shall be payable to the Authority for the purposes specified
 therein, and shall not be refundable.

PART II

PROSPECTUS REQUIREMENTS

 Information that may be omitted from preliminary document
 6.   For the purposes of section 240 (3) of the Act, the information set out in the Third Schedule may be omitted
 from a preliminary document.

 Contents of prospectus
 7.?(1)   For the purposes of section 243 (1) of the Act, a prospectus in respect of shares or units of shares in a
 corporation shall contain ?

(a) in a case where an application has been or will be made to a securities exchange to list for quotation or quote those shares or units of shares on the securities exchange, the particulars set out in the Fifth Schedule; or

(b) in any other case, the particulars set out in the Sixth Schedule.

 (2)   For the purposes of section 243 (1) of the Act, a prospectus in respect of debentures or units of debentures of a corporation, other than one in relation to a debenture issuance programme, shall contain ?

(a) in a case where an application has been or will be made to a securities exchange to list for quotation or quote those debentures or units of debentures on the securities exchange, the particulars set out in the Seventh Schedule; or

(b) in any other case, the particulars set out in the Eighth Schedule.

 (3)   A prospectus for every offer of debentures or units of debentures that is part of a debenture issuance programme shall comprise ?

(a) a base prospectus applicable to every offer under the debenture issuance programme; and

(b) a pricing statement applicable to that particular offer.

(4)   For the purposes of sections 240 (1) (b) and 243 (1) of the Act, a prospectus for every offer of debentures or units of debentures that is part of a debenture issuance programme shall ?

(a) in a case where an application has been or will be made to a securities exchange to list for quotation or quote the debentures or units of debentures concerned on the securities exchange, comply with the requirements specified in the Ninth Schedule; or

(b) in any other case, comply with the requirements specified in the Tenth Schedule.

(5)   The Authority exempts a prospectus referred to in paragraph (3) from section 240 (1) (a) (ii) and (iii) of the Act insofar as these require a prospectus to be lodged with and registered by the Authority as a single document and, for the avoidance of doubt ?

(a) the base prospectus and pricing statement referred to in paragraph (3) (a) and (b) may be lodged with and registered by the Authority on separate dates;

(b) where the base prospectus has been registered by the Authority, it need not be lodged with and registered by the Authority again in respect of every offer under the debenture issuance programme; and

(c) subject to paragraph (6), references to ?prospectus? in sections 240 (8), (10) (a), (11), (12), (13), (15), (16), (18) and (19), 241, 249 and 250 of the Act shall be read as references to either the base prospectus or the pricing statement, as the case may be.

(6)   The Authority exempts from section 240 (8) of the Act the pricing statement of a prospectus in relation to any debenture issuance programme referred to in paragraph (3) (b).

(7)   For the avoidance of doubt, the pricing statement may be registered at any time by the Authority after its lodgment with the Authority.

Offer of asset-backed securities
8.   An offer to the public of asset-backed securities shall be made only by an SPV which does not engage in activities other than those that are for the purpose of or incidental to the offer or the securitisation transaction in relation to which the offer is made.

Supplementary document and replacement document
9.   The copy of a supplementary document or replacement document to be lodged with the Authority under section 241 of the Act shall be signed by ?

(a) every director of the corporation to which it relates; and

(b) every person who is named therein as a proposed director of the corporation,

or by a person authorised in writing by the director or proposed director.

Abridged prospectus
10.?(1)   For the purposes of section 256 (2) of the Act, an abridged prospectus under that section shall contain the particulars set out in the Eleventh Schedule.

(2)   The copy of an abridged prospectus to be lodged with the Authority under section 256 (2) of the Act shall be signed by ?

(a) every director of the company to which it relates; and

(b) every person who is named therein as a proposed director of the company,

or by a person authorised in writing by the director or proposed director.

General requirements for documents lodged with Authority
11.?(1)   A document to be lodged with the Authority under Division 1 of Part XIII of the Act or these Regulations in paper form shall comply with the following requirements:

(a) the document shall be on paper that is 297 millimetres in length and 210 millimetres in breadth (A4 paper size);

(b) the contents of the document shall be legible; and

(c) except with the consent of the Authority, the document shall not be a carbon copy or a photocopy.

(2)   The fee payable to the Authority in respect of the lodgment of a document with the Authority shall be paid at the time the document is lodged.

(3)   Paragraph (1) shall not apply where a document is lodged with the Authority electronically or using means other than delivery by hand or post, but ?

(a) the corporation shall maintain the original document at its registered office; and

(b) the document shall be accompanied by a signed statement of a director of the corporation verifying that the document is a true copy of the original document maintained by the corporation.

Form or medium of document
12.?(1)   A person who lodges any of the following documents with the Authority in paper form shall also provide an electronic copy of that document (excluding any annex required under regulation 15) to the Authority:

(a) a prospectus, including any document deemed to be a prospectus under section 256 or 257 of the Act;

(b) a profile statement;

(c) a supplementary document;

(d) a replacement document;

(e) an information memorandum under section 275 of the Act; and

(f) a statement of material facts under section 277 of the Act.

(2)   An electronic copy of any document required under paragraph (1) shall be ?

(a) in the portable document format (PDF); and

(b) accompanied by a signed statement of the person who lodged the document, verifying that the document is a true copy of the document lodged with the Authority in paper form.

Verification of expert?s consent
13.   For the purposes of section 240 (13) (e) of the Act, a copy of any consent lodged with the Authority, being consent required by section 249 of the Act to the issue of a prospectus, shall be accompanied by a signed statement of the person who lodged the copy, verifying that he has compared the copy with the original consent and is satisfied that it is a true copy of the original consent.

Signature on documents lodged with Authority
14.?(1)   Except as otherwise provided in the Act or these Regulations (including the forms in the First Schedule), a document relating to a corporation lodged with the Authority under Division 1 of Part XIII of the Act or these Regulations shall be signed or authenticated by a director, the secretary or the manager of the corporation, a person authorised in writing by the corporation or, in the case of a document relating to a foreign company, the agent of the foreign company in Singapore.

(2)   In paragraph (1) ?

"agent" has the same meaning as in section 366 (1) of the Companies Act (Cap. 50);

"manager" has the same meaning as in section 4 (1) of the Companies Act.

Authorisation to be lodged
15.   Where a copy of any document lodged with the Authority under Division 1 of Part XIII of the Act is signed by a person authorised in writing by a director or proposed director, the authorisation or a copy of the authorisation accompanied by a statement of the person who lodged the copy verifying that he has compared the copy with the original authorisation and is satisfied that it is a true copy of the original authorisation, shall be annexed to the copy of the document lodged with the Authority.

Making false statement an offence
16.   Any person who makes a statement verifying any matter under this Part which he knows or has reason to believe is false or does not believe to be true shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.

PART III

DEBENTURES

Application of this Part
17.   Except as otherwise provided by the Act or where any provision to the contrary is made in covenants ?

(a) applicable to the relevant debentures; or

(b) contained in the trust deed relating to those debentures or in a contract between a trustee and the holders of the debentures secured by the trust deed,

the provisions of this Part shall apply to and in relation to meetings of debenture holders summoned under ?

(i) a covenant contained, or deemed under section 264 (1) (c) of the Act to be contained, in the debentures or trust deed;

(ii) section 266 (1) (f) of the Act; or

(iii) a provision referred to in section 271 (2) (b) of the Act.

Quorum of debenture holders
18.?(1)   A meeting of debenture holders shall not transact any business unless there are present at least 2 debenture holders.

(2)   If within half an hour after the time appointed for the meeting a quorum of debenture holders is not present, the meeting shall stand adjourned to such other day (not being less than 7 or more than 21 days from the day on which the meeting is adjourned) and at such other time and place as the chairman may appoint.

Adjournment of meeting
19.   The chairman of a meeting of debenture holders shall, if so directed by the meeting, or may, with the consent of the meeting, adjourn the meeting from time to time and from place to place.

Passing of resolution
20.   A resolution shall be passed at a meeting of debenture holders when a majority in number and value of the debenture holders present have voted in favour of the resolution.

Casting of vote
21.   In the case of an equality of votes, the chairman of a meeting of debenture holders shall have a casting vote.

Record of meeting
22.   The chairman of a meeting of debenture holders shall cause ?

(a) the minutes of the proceedings at the meeting to be entered in a book kept for the purpose and approve and sign the minutes; and

(b) a list of the names of the debenture holders present at the meeting to be made and kept.

PART IV

EXEMPTIONS

Contents of statement of material facts under section 277 of Act
23.?(1)   A statement of material facts under section 277 of the Act shall contain the particulars set out in the Twelfth Schedule.

(2)   The Authority may require any document, report or other material to be filed together with a statement of material facts.

(3)   The Authority may in a particular case permit the particulars in the Twelfth Schedule to be modified in such manner as is appropriate.

(4)   A statement of material facts shall be signed by ?

(a) every director of the corporation to which it relates; and

(b) every person who is named therein as a proposed director of the corporation,

or by a person authorised in writing by the director or proposed director.

Exemption under section 337 of Act
24.?(1)   Subject to the conditions set out in paragraph (3), a person making an offer to the public of shares, debentures or units of shares or debentures using ?

(a) any automated teller machine (referred to in this regulation as an ATM); or

(b) any wireless application protocol phone (referred to in this regulation as a WAP phone),

is exempted from the requirement under section 240 (1) (a) of the Act or, where applicable, section 240 (4) of the Act that the offer be made in or accompanied by a prospectus or, where applicable, a profile statement, in respect of the offer.

(2)   For the avoidance of doubt, there must be a prospectus or a profile statement, as the case may be, in respect of the offer referred to in paragraph (1) that complies with section 240 (1) (a) (i), (ii) and (iii) or (4) (a) to (d) of the Act, as the case may be.

(3)   The conditions referred to in paragraph (1) are as follows:

(a) before enabling the submission of an application to subscribe for or purchase the shares, debentures or units of shares or debentures, the ATM or WAP phone shall indicate to the potential subscriber or buyer ?

(i) how a copy of the prospectus or, where applicable, profile statement in respect of the offer can be obtained; and

(ii) that he should read the prospectus or, where applicable, profile statement before submitting his application; and

(b) in the case of an offer made through a WAP phone, a statement signed by a director of the corporation or any other duly authorised person of the corporation stating the uniform resource locator from which the offer is made through the WAP phone, shall be lodged with the Authority no later than the first day on which the offer is made.

Duty to inform person making offer about certain deficiencies
25.?(1)   A person referred to in paragraph (2) shall notify in writing the person referred to in regulation 24(1), as soon as practicable, if he becomes aware during the application period that ?

(a) a statement or matter in the prospectus or the profile statement in respect of the offer is false or misleading;

(b) there is an omission from the prospectus of any information required to be included therein under section 243 or 244 of the Act, where applicable, or from the profile statement of any information required to be included therein under section 246 of the Act; or

(c) a new circumstance ?

(i) has arisen since the prospectus or the profile statement was lodged with the Authority; and

(ii) would have been required to be included in the prospectus under section 243 or 244 of the Act, or to be included in the profile statement under section 246 of the Act, as the case may be, if it had arisen before the prospectus or the profile statement was lodged with the Authority,

and the failure to so notify would have been materially adverse from the point of view of an investor.

(2)   The person referred to in paragraph (1) is ?

(a) if the offer is made by a corporation, each director of the corporation;

(b) if the offer is made by a corporation, a person named in the prospectus or the profile statement, with his consent, as a proposed director of the corporation;

(c) an underwriter (but not a sub-underwriter) to the issue or sale of the shares or debentures, or units of shares or debentures, named in the prospectus or the profile statement with his consent;

(d) a person named in the prospectus or the profile statement with his consent as having made a statement ?

(i) that is included in the prospectus or the profile statement; or

(ii) on which a statement made in the prospectus or the profile statement is based,

but only in respect of the inclusion of that statement; or

(e) any other person who made the false or misleading statement or omitted to state the information or circumstance, as the case may be, but only in respect of the inclusion of the statement or the omission to state the information or circumstance, as the case may be.

(3)   Any person who contravenes paragraph (1) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 or to imprisonment for a term not exceeding 12 months or to both.

Criminal liability for false or misleading statements
26.?(1)   This regulation applies in respect of an offer to the public of shares, debentures or units of shares or debentures pursuant to an exemption under regulation 24.

(2)   Where ?

(a) a false or misleading statement is contained in ?

(i) the prospectus or the profile statement in respect of the offer; or

(ii) any application form for the shares or debentures, or units of shares or debentures;

(b) there is an omission to state any information required to be included in the prospectus under section 243 or 244 of the Act or there is an omission to state any information required to be included in the profile statement under section 246 of the Act, as the case may be; or

(c) there is an omission to state a new circumstance that ?

(i) has arisen since the prospectus or the profile statement was lodged with the Authority; and

(ii) would have been required to be included in the prospectus under section 243 or 244 of the Act, or to be included in the profile statement under section 246 of the Act, as the case may be, if it had arisen before the prospectus or the profile statement was lodged with the Authority,

the persons referred to in paragraph (5) shall be guilty of an offence even if such persons, unless otherwise specified, were not involved in the making of the false or misleading statement or the omission, and shall be liable on conviction to a fine not exceeding $25,000 or to imprisonment for a term not exceeding 12 months or to both.

(3)   For the purposes of paragraph (2), a false or misleading statement about a future matter (including the doing of, or the refusal to do, an act) is taken to have been made if a person made the statement without having reasonable grounds for making the statement.

(4)   A person shall not be taken to have contravened paragraph (2) if the false or misleading statement, or the omission to state any information or new circumstance, is not materially adverse from the point of view of the investor.

(5)   The persons guilty of an offence under paragraph (2) are ?

(a) the person making the offer;

(b) if the offer is made by a corporation, each director of the corporation;

(c) if the offer is made by a corporation, a person named in the prospectus or the profile statement, with his consent, as a proposed director of the corporation;

(d) an underwriter (but not a sub-underwriter) to the issue or sale of the shares or debentures, or units of shares or debentures, named in the prospectus or the profile statement with his consent;

(e) a person named in the prospectus or the profile statement with his consent as having made a statement ?

(i) that is included in the prospectus or the profile statement; or

(ii) on which a statement made in the prospectus or the profile statement is based,

but only in respect of the inclusion of the statement; and

(f) any other person who made the false or misleading statement, or omitted to state the information or circumstance, as the case may be, but only in respect of the inclusion of the statement or the omission to state the information or circumstance, as the case may be.

(6)   Where a prospectus or profile statement relating to any shares in or debentures of, or any unit of shares in or debentures of, a corporation is issued and the prospectus or profile statement omits to state any matter that is required to be stated as prescribed by the Authority, each director of the corporation and any other person responsible for the prospectus or profile statement shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000 or to imprisonment for a term not exceeding 12 months or to both.

Defences
27.?(1)   A person is not liable under regulation 26 (2) only because of a false or misleading statement in a prospectus or a profile statement if the person proves that he ?

(a) made all inquiries (if any) that were reasonable in the circumstances; and

(b) after doing so, believed on reasonable grounds that the statement was not false or misleading.

(2)   A person is not liable under regulation 26 (2) only because of an omission from a prospectus or a profile statement in relation to a particular matter if the person proves that he ?

(a) made all inquiries (if any) that were reasonable in the circumstances; and

(b) after doing so, believed on reasonable grounds that there was no omission from the prospectus or profile statement in relation to that matter.

(3)   A person is not liable under regulation 26 (2) only because of a false or misleading statement in, or an omission from, a prospectus or a profile statement if the person proves that he placed reasonable reliance on information given to him by ?

(a) if the person is a corporation, someone other than a director, employee or agent of the corporation; or

(b) if the person is an individual, someone other than an employee or agent of the individual.

(4)   For the purposes of paragraph (3), a person is not the agent of a corporation or individual merely because he performs a particular professional or advisory function for the corporation or individual.

(5)   A person who is named in a prospectus or a profile statement as ?

(a) a proposed director or underwriter;

(b) having made a statement included in the prospectus or the profile statement; or

(c) having made a statement on the basis of which a statement is included in the prospectus or the profile statement,

is not liable under regulation 26 (2) only because of a false or misleading statement in, or an omission from, the prospectus or the profile statement if the person proves that he publicly withdrew his consent to being named in the prospectus or the profile statement in that way.

(6)   A person is not liable under regulation 26 (2) only because of a new circumstance that has arisen since the prospectus or the profile statement was lodged with the Authority if the person proves that he was not aware of the matter.

Exempt purchaser application, report of intended issue and maintenance of register by issuer
28.?(1)   Every application for a declaration as an exempt purchaser under section 274 (i) of the Act shall be made in Form 2 in the First Schedule.

(2)   Every report required to be lodged with the Authority under section 280 (1) of the Act shall be in accordance with Form 3 in the First Schedule.

(3)   Every register to be maintained by an issuer under section 280 (2) of the Act shall be in accordance with Form 4 in the First Schedule.

PART V

EXTRA-TERRITORIAL APPLICATION OF DIVISION 1 OF PART XIII OF ACT

Non-applicability of section 339 (2) of Act under certain circumstances
29.?(1)   Section 339 (2) of the Act does not apply to an offer to the public of shares, debentures or units of shares or debentures made outside Singapore if ?

(a) the number of enquiries or applications from persons in Singapore in response to such offer is insubstantial;

(b) the number of persons in Singapore to whom the offer is made is insubstantial;

(c) the number of persons in Singapore to whom the shares, debentures, or units of shares or debentures which are the subject of the offer are issued is insubstantial; and

(d) the amount raised from persons in Singapore pursuant to the offer is insubstantial.

(2)   Notwithstanding that an offer referred to in paragraph (1) does not satisfy the conditions in that paragraph, section 339 (2) of the Act does not apply to that offer if ?

(a) the offer is not denominated in Singapore dollars;

(b) there are in place proper systems or procedures to prevent persons in Singapore from subscribing for or purchasing the shares, debentures or units of shares or debentures, and adequate checks to ensure that these systems or procedures are effective;

(c) the offer is not made to or directed at persons in Singapore, whether electronically or otherwise;

(d) there is in place a prominent disclaimer in relation to the offer comprising a statement referred to in paragraph (3);

(e) the materials used for the offer do not contain any information which is specifically relevant to persons in Singapore; and

(f) the offer is not referred to in, or directly accessible from, any source which is intended for persons in Singapore.

(3)   For the purposes of paragraph (2) (d), the disclaimer must comprise a statement to the effect that the offer to which it relates ?

(a) is made to or directed at only persons outside Singapore; and

(b) may be acted upon only by persons outside Singapore.

(4)   In this regulation, ?offer? includes an advertisement of such an offer.

PART VI

TRANSITIONAL AND SAVINGS

Definitions of this Part
30.   In this Part ?

"appointed date" means the date on which Part XIII of the Act comes into operation;

"old law" means the Companies Act (Cap. 50) in force immediately before the appointed date;

"shares", "debentures", "units of shares or debentures" and "prospectus"have the meanings given to those expressions in the old law.

Old law to apply to certain offers
31.?(1)   The old law shall continue to apply in relation to ?

(a) any offer of shares, debentures or units of shares or debentures in respect of which ?

(i) a prospectus has been registered by the Registrar of Companies before the appointed date; or

(ii) a preliminary prospectus within the meaning of the Companies (Preliminary Prospectus) (Exemption) Order 2001 (G.N. No. S 32/2001) has been lodged with the Registrar of Companies before the appointed date; and

(b) any allotment, issue or sale of the shares, debentures, or units of shares or debentures, or any agreement for such allotment, arising or resulting from or made with a view to such offer.

(2)   The old law shall continue to apply in relation to an offer of shares, debentures or units of shares or debentures ?

(a) made before the appointed date pursuant to an exemption under section 106F of the old law; and

(b) that has not closed by the appointed date,

for a period of 6 months from the date the statement of material facts referred to in that section was lodged with, and accepted by, the Registrar of Companies; and Division 1 of Part XIII of the Act shall apply thereafter to the offer.

(3)   Every application for an order under section 106B (2) of the old law shall, if it had not been determined by the appointed date, be determined in accordance with the old law as if the applicable provisions of the old law had not been repealed.

(4)   The old law shall continue to apply in relation to any offer of shares, debentures or units of shares or debentures made pursuant to an order under section 106B (2) of the old law applied for before the appointed date ?

(a) where the order was made before the appointed date, for a period of 6 months from that date; or

(b) where the order was made on or after the appointed date, for a period of 6 months from the date of the order,

and Division 1 of Part XIII of the Act shall apply thereafter to the offer.

(5)   The old law shall continue to apply in relation to an offer of shares, debentures or units of shares or debentures ?

(a) made before the appointed date pursuant to an exemption under any provision of Division 5A of Part IV of the old law, other than sections 106B (2) and 106F of the old law; and

(b) that has not closed by the appointed date,

for a period of 2 months from the appointed date, and Division 1 of Part XIII of the Act shall apply thereafter to the offer.

Application of certain provisions of Act and Regulations, etc., before date of commencement of Parts II and IV of Act
32.?(1)   Before the date of commencement of Part II of the Act, a reference in these Regulations and the following provisions of the Act to a securities exchange (other than a recognised securities exchange) shall be read as a reference to the Singapore Exchange Securities Trading Limited:

sections 242 (3), 251(9) (a), 256 (1), 259, 273 (1) (b), 275 (2) (ii), 276 (3) and 277.

(2)   Before the date of commencement of Part IV of the Act ?

(a) a reference in sections 273 (1) (c) (ii), 274 (d) and 275 (1) (b) of the Act to the holder of a capital markets services licence to deal in securities or an exempt person in respect of dealing in securities shall be read as a reference to the holder of a dealer?s licence referred to in section 24 of the Securities Industry Act (Cap. 289) or an exempt dealer within the meaning of that Act;

(b) the reference in section 278 (1) of the Act to the holder of a capital markets services licence to deal in securities shall be read as a reference to the holder of a dealer?s licence referred to in section 24 of the Securities Industry Act;

(c) the reference in section 274 (e) of the Act to the holder of a capital markets services licence for fund management shall be read as a reference to the holder of an investment adviser?s licence referred to in section 26 of the Securities Industry Act;

(d) the reference in section 278 (1) of the Act to an exempt person under section 99 (1) (a) or (b) of the Act shall be read as a reference to an exempt dealer within the meaning of the Securities Industry Act who is a person referred to in section 40 (c) or (d) of that Act; and

(e) persons referred to in paragraphs (6) and (7) of the Schedule to the Securities and Futures (Institutional, Professional and Business Investors) Order 2002 (G.N. No. S 244/2002) shall be read as the holder of a dealer?s licence referred to in section 24 of the Securities Industry Act and the holder of an investment adviser?s licence referred to in section 26 of that Act, respectively.

FIRST SCHEDULE

Regulations 3, 14 (1) and 28

FORMS

The following table shows the forms to be used for the purposes of Division 1 of Part XIII of the Act and these Regulations:

Provision of Act or Regulations		Description of Form		Form Number
Section 263 (6)		Notice of appointment of trustee under section 263 (6) of the Act		1
Section 274 (i) and regulation 28 (1)		Application for declaration as an exempt purchaser under section 274 (i) of the Act		2
Section 280 (1) and regulation 28 (2)		Report to Authority of intention to issue shares, debentures or units of shares or debentures under section 280 (1) of the Act pursuant to an exemption under Subdivision (4) of Division 1 of Part XIII of the Act		3
Section 280 (2) and regulation 28 (3)		Register to be maintained under section 280 (2) of the Act		4
Sections 240 (1) (a) (ii), 240 (13) (e), 268 (1), 270 (3) and 277 (1), and regulations 3 (b) and 24 (3) (b)		General lodgment form		5

 

Form 1 - Notice of Appointment of Trustee

Form 2 - Application for Declaration as an Exempt Purchaser

Form 3 - Report to Authority of Intention to Issue Shares, Debentures or Units of Shares or Debentures

Form 4 - Register to be maintained under section 280(2) of the Act

Form 5 - General Lodgment Form

 

 

SECOND SCHEDULE

Regulation 5

FEES

No.		Provision of Act or Regulations		Matter		Amount
1		Sections 239 (4) (b), 240 (1) (a) and 256 (2)		(a) For application for declaration as a prescribed corporation under section 239 (4) (b) of the Act		$1,200
				(b) For lodgment of any prospectus, abridged or otherwise, (other than a prospectus in respect of a debenture issuance programme)		$1,200
2		Regulation 7 (3)		In respect of a debenture issuance programme ?
				(a) for lodgment of any base prospectus		$900
				(b) for lodgment of any pricing statement		$300
3		Section 240 (4) (b)		For lodgment of any profile statement under section 240 (4) (b) of the Act		$600
4		Section 240 (11)		For lodgment of any amendment to a prospectus (other than a prospectus in respect of a debenture issuance programme) or profile statement under section 240 (11) of the Act		$600
						The Authority may waive in whole or in part the fee as it thinks fit.
5		Section 240 (11)		In respect of a debenture issuance programme, for lodgment of any amendment to a prospectus		$450
						The Authority may waive in whole or in part the fee as it thinks fit.
6		Section 241 (1)		For lodgment of any supplementary or replacement prospectus (other than a supplementary or replacement prospectus in respect of a debenture issuance programme) under section 241 (1) of the Act		$1,200
7		Section 241 (1)		In respect of a debenture issuance programme, for lodgment of any supplementary or replacement prospectus		$900
8		Section 241 (1)		For lodgment of any supplementary or replacement profile statement under section 241 (1) of the Act		$600
9		Section 277 (1)		For lodgment of any statement of material facts under section 277 (1) of the Act		$420
10		Section 247 (1)		For every application to the Authority under section 247 (1) of the Act for an order of exemption or pursuant to any order made under section 247 (1) of the Act		$50
11		Section 251 (14)		For every application to the Authority for exemption from section 251 of the Act		$100
12		Section 259 (3)		For every application to the Authority for exemption from section 259 of the Act		$25
13		Section 273 (3)		For every application to the Authority under section 273 (3) of the Act for exemption from Subdivisions (2) and (3) of Division 1 of Part XIII of the Act		$100
14				For any other application to the Authority		$30
15				On the late lodgment of any document under the Act after the period prescribed by law, in addition to any other fee		$100
						The Authority may, if satisfied that just cause existed for the late lodgment, waive in whole or in part the additional fee.
16				On the lodgment of any other document with the Authority, where the fee is not specified in this Schedule		$10
17		Section 317		For supplying a photographic or microprint copy of, or extract from, any record kept by the Authority		$1 for each page or part thereof
18		Section 317		For supplying and certifying a photographic or microprint copy of, or extract from, any record kept by the Authority		$2 for each page or part thereof
The fees specified in items 17 and 18 are inclusive of the goods and services tax chargeable under the Goods and Services Tax Act (Cap. 117A). No goods and services tax is chargeable for the other items.

THIRD SCHEDULE

Regulation 6

INFORMATION THAT MAY BE OMITTED FROM A PRELIMINARY DOCUMENT

1. The price at which the shares or debentures, or units of shares or debentures, will be offered.

2. The number or nominal amount of shares or debentures, or units of shares or debentures, to be offered, or the amount of subscriptions for shares or debentures, or units of shares or debentures, to be sought.

3. The date of registration of the prospectus.

4. The time period during which the offer will be open.

5. The dates on which the shares or debentures, or units of shares or debentures, will be listed for quotation or quoted on a securities exchange or overseas securities exchange and on which trading will commence.

6. Any information which is dependent on the final determination of items 1 to 5.

FOURTH SCHEDULE

Regulation 2 (5)

INTERPRETATION FOR TERMS USED IN FIFTH TO TWELFTH SCHEDULES

1.   In this Schedule and the Fifth to Twelfth Schedules, unless the context otherwise requires ?

"annual financial statements" , in relation to a corporation, means financial statements covering a financial year of the corporation;

"associate" ?

(a) in relation to a corporation, means ?

(i) a director or controlling shareholder;

(ii) a subsidiary or associated company; or

(iii) a subsidiary or associated company of the controlling shareholder,

of the corporation;

(b) in relation to a director, chief executive officer, substantial shareholder or controlling shareholder of a corporation who is an individual, means ?

(i) his immediate family;

(ii) a trustee, when acting in his capacity as such trustee, of any trust of which the individual or his immediate family is a beneficiary or, in the case of a discretionary trust, is a discretionary object; or

(iii) any corporation in which he and his immediate family together (directly or indirectly) have an interest of not less than 30% of the aggregate of the nominal amount of all the voting shares;

(c) in relation to a substantial shareholder, or controlling shareholder, which is a corporation, means, notwithstanding paragraph (a), any corporation which is its related corporation or associated company;

"associated company" , in relation to a corporation, means ?

(a) any corporation in which the corporation or its subsidiary has, or the corporation and its subsidiary together have, a direct interest of not less than 20% but not more than 50% of the aggregate of the nominal amount of all the voting shares; or

(b) any corporation, other than a subsidiary of the corporation or a corporation which is an associated company by virtue of paragraph (a), the policies of which the corporation or its subsidiary, or the corporation together with its subsidiary, is able to control or influence materially;

"chief executive officer" , in relation to a corporation, means any person, by whatever name called, in the direct employment of, or acting for or by arrangement with, the corporation, and who is principally responsible for the management and conduct of the business of the corporation;

"control" , in relation to a corporation, means the capacity to determine the outcome of decisions on the financial and operating policies of the corporation, having regard to the following considerations:

(a) the practical influence which can be exerted (rather than the rights which can be enforced); and

(b) any practice or pattern of behaviour affecting the financial or operating policies of the corporation (even if it involves a breach of an agreement or a breach of trust),

but excludes any capacity to influence decisions on the financial and operating policies of a corporation where such influence is required to be exercised for the benefit of other persons pursuant to an obligation imposed under any written law, rule of law, contract or order of court;

"controlling shareholder" , in relation to a corporation, means ?

(a) a person who has an interest in the voting shares of a corporation and who exercises control over the corporation; or

(b) a person who has an interest of 30% or more of the aggregate of the nominal amount of all the voting shares in a corporation, unless he does not exercise control over the corporation;

"convertible debentures" means debentures which are ?

(a) convertible into or exchangeable for other securities or property; or

(b) attached with options, warrants or similar rights to subscribe for or purchase other securities or property;

"credit enhancement" means any arrangement by a person to compensate a SPV for a pre-determined amount of loss incurred as a means of insuring against the credit risks of any assets transferred or assigned to the SPV under a securitisation transaction;

"entity at risk" means ?

(a) the corporation concerned;

(b) a subsidiary of the corporation, the shares of which are not dealt in, listed for quotation or quoted on, a securities exchange or overseas securities exchange; or

(c) a corporation which is an associated company of the corporation by virtue of paragraph (a) of the definition of ?associated company?, over which ?

(i) the corporation concerned;

(ii) a subsidiary of the corporation;

(iii) the corporation together with a subsidiary of the corporation;

(iv) the corporation together with an interested person of the corporation;

(v) a subsidiary of the corporation together with an interested person of the corporation; or

(vi) the corporation together with a subsidiary of the corporation and an interested person of the corporation,

exercise control, and the shares of which are not listed for quotation or quoted on a securities exchange or overseas securities exchange;

"financial statements" means profit and loss statements, balance sheets and cash flow statements, and includes attached notes and schedules which are required by the body of accounting standards adopted by the corporation concerned in preparing the annual financial statements;

"group" , except for paragraph 4 of Part V of the Fifth Schedule, and paragraph 4 of Part V of the Seventh Schedule, means a corporation or guarantor corporation, and its subsidiary;

"immediate family" , in relation to an individual, means the individual?s spouse, son, adopted son, step-son, daughter, adopted daughter, step-daughter, father, step-father, mother, step-mother, brother, step-brother, sister or step-sister;

"interested person" , in relation to a corporation, means ?

(a) a director, the chief executive officer or a controlling shareholder of the corporation; or

(b) an associate of any such director, chief executive officer, or controlling shareholder;

"interim period" , in relation to any financial statement, means ?

(a) in a case where the date of lodgment of the prospectus concerned is more than 9 months after the end of the most recent completed financial year, the period of 6 months immediately following the end of the completed financial year; or

(b) in any other case, such number of months immediately following the end of the most recent completed financial year, as the directors of the corporation concerned consider appropriate;

"key executive" ?

(a) in relation to a corporation, means an individual who is employed in an executive capacity by the corporation and who ?

(i) makes or participates in making decisions that affect the whole or a substantial part of the business of the corporation; or

(ii) has the capacity to make decisions which affect significantly the corporation?s financial standing;

(b) in relation to a group, means an individual who is employed in an executive capacity by a corporation in the group and who ?

(i) makes or participates in making decisions that affect the whole or a substantial part of the business of the group; or

(ii) has the capacity to make decisions which affect significantly the group?s financial standing;

"originator" , in relation to a securitisation transaction, means the entity that transfers or assigns, whether directly or through a nominee or agent, its assets to a SPV under the securitisation transaction;

"profit estimate" means a profit estimate which relates to the most recent completed financial year;

"subsidiary" has the same meaning as in section 5 (1) of the Companies Act (Cap. 50).

2.   For the purposes of this Schedule and the Fifth to Twelfth Schedules ?

(a) any reference to a director includes a reference to a person named with that person?s consent in the prospectus, abridged prospectus or statement of material facts, as the case may be, as a proposed director of the corporation concerned;

(b) any reference to the most recent completed financial year or years shall be a reference to the most recent completed financial year or years prior to the lodgment of the document with the Authority which is the subject of the relevant Schedule;

(c) any reference to the latest practicable date shall be a reference to the latest practicable date prior to the lodgment of the document with the Authority that is the subject of the relevant Schedule; and

(d) any reference to a pro forma group, in relation to a corporation, shall be a reference to a pro forma group of which the corporation is the holding company.

FIFTH SCHEDULE

Regulation 7 (1) (a)

PARTICULARS TO BE INCLUDED IN A PROSPECTUS UNDER SECTION 243 OF THE ACT IN RELATION TO SHARES OR UNITS OF SHARES WHERE AN APPLICATION HAS BEEN OR WILL BE MADE TO A SECURITIES EXCHANGE TO LIST FOR QUOTATION OR QUOTE SUCH SHARES OR UNITS OF SHARES ON THE SECURITIES EXCHANGE

PART I

FRONT COVER

On the front cover of the prospectus, provide ?

(a) the date of registration of the prospectus or, in the case of a supplementary prospectus or replacement prospectus, the date of lodgment of the supplementary prospectus or replacement prospectus;

(b) the following statements:

(i) ?This document is important. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant, or other professional adviser.?; and

(ii) A copy of this prospectus has been lodged with and registered by the Monetary Authority of Singapore (the ?Authority?). The Authority assumes no responsibility for the contents of the prospectus. Registration of the prospectus by the Authority does not imply that the Securities and Futures Act 2001 (Act 42 of 2001), or any other legal or regulatory requirements, have been complied with. The Authority has not, in any way, considered the merits of the shares or units of shares, as the case may be, being offered or in respect of which an invitation is made, for investment.?

(c) the name of the corporation in respect of which the shares or units of shares, as the case may be, are offered (hereinafter the relevant corporation), and its country of incorporation;

(d) a statement to the effect that an application has been or will be made to a securities exchange to list for quotation or quote the shares or units of shares, as the case may be, on that securities exchange, and the name of such securities exchange; and

(e) a statement that no shares or units of shares, as the case may be, shall be allotted or allocated on the basis of the prospectus later than 6 months after the date of registration of the prospectus.

PART II

IDENTITY OF DIRECTORS, KEY EXECUTIVES, ADVISERS AND AGENTS

Directors and Key Executives

1.   Provide the names, addresses and occupations of the directors and key executives of the relevant corporation.

Company Secretary

2.   Provide the name and professional qualifications of the company secretary of the relevant corporation.

Advisers

3.   Provide the names and addresses of ?

(a) the relevant corporation?s principal banker or bankers;

(b) the sponsor for the listing or quotation or manager of the offer;

(c) the underwriter of the offer; and

(d) the legal adviser for or in relation to the offer.

Auditors

4.   Provide the names, addresses and professional qualifications (including membership in a professional body, if any) of the relevant corporation?s auditors for the 3 most recent completed financial years. If applicable, provide also the name, address and professional qualifications (including membership in a professional body, if any) of any other auditor engaged by the relevant corporation in relation to the requirements under Parts VI and IX of this Schedule.

Registrars and Agents

5.   Provide the names and addresses of the relevant corporation?s share registrars, transfer agents and receiving bankers for the shares or units of shares, as the case may be.

PART III

OFFER STATISTICS AND TIMETABLE

Offer Statistics

1.   For each method of offer, state the offer price and the number of shares or units of shares, as the case may be, offered.

Method and Timetable

2.   Provide the information referred to in paragraphs 3 to 7 of this Part to the extent applicable to the offer procedure ?

(a) for each offer; and

(b) where there is more than one group of targeted potential investors and the offer procedure is different for each group, for each group of targeted potential investors.

3.   The time at, date on, and period during which the offer will be open, and the name and address of the person to whom the purchase or subscription applications are to be submitted. Describe whether the offer period may be extended or shortened and if so, how it may be extended or shortened, and the duration of possible extensions or possible early closure of this period. Describe the manner in which any extension or early closure of the offer period shall be made public. If the exact date or period is not known when the prospectus is first lodged with the Authority, describe the arrangements for announcing the definitive date or period.

4.   The method and time limit for paying up for the shares or units of shares, as the case may be, and where payment is to be partial, the manner in which, and dates on which, amounts due are to be paid.

 

5.   The methods of and time limits for ?

(a) the delivery of the documents evidencing title to the shares or units of shares (including temporary documents of title, if applicable), as the case may be, to subscribers or purchasers; and

(b) the book-entry transfers of the shares or units of shares, as the case may be, in favour of subscribers or purchasers,

as may be applicable.

6.  In the case of pre-emptive purchase rights, the procedure for the exercise of any right of pre-emption, the negotiability of subscription rights and the treatment of subscription rights not exercised.

7.  A full description of the manner in which results of the allotment or allocation of the shares or units of shares, as the case may be, are to be made public and,
where appropriate, the manner for refunding excess amounts paid by applicants (including whether interest will be paid).

PART IV

KEY INFORMATION

Selected Financial Data

1.   Provide, in the same currency as the financial statements to be provided under Part IX of this Schedule ?

(a) in a case where pro forma financial statements have been provided under paragraph 11 of Part IX of this Schedule, selected pro forma profit and loss data for the period to which the pro forma financial statements relate; or

(b) in any other case, selected audited or re-stated profit and loss data, as the case may be, for the period to which the audited or re-stated financial statements, as the case may be, provided under paragraph 2 of Part IX of this Schedule relate.

2.   Provide, in the same currency as the financial statements to be provided under Part IX of this Schedule ?

(a) in a case where pro forma balance sheet has been provided under paragraph 11 of Part IX of this Schedule, selected pro forma balance sheet data as at the most recent financial year-end; or

(b) in any other case, selected audited balance sheet data as at the most recent financial year-end.

3.   If interim financial statements are included, whether because they are required under paragraph 24 of Part IX of this Schedule or otherwise, the selected profit and loss data shall be updated up to the end of the interim period and the selected balance sheet data shall be as at the end of the interim period. Selected profit and loss data and balance sheet data for the interim period need not be audited provided that that fact is stated. If selected profit and loss data and balance sheet data for the interim period is included, comparative data (other than balance sheet data) for the same period in the previous financial year must also be provided, unless no annual financial statements have been provided under Part IX of this Schedule for the most recent completed financial year.

4.   For the selected profit and loss data and balance sheet data, the specific line items presented must be expressed in the same manner as the corresponding line items in the audited or pro forma group financial statements, as the case may be. Such data must include items generally corresponding to the following: net sales or revenues; operating profit (loss) before exceptional items; exceptional items; profit (loss) before tax; extraordinary items; operating profit (loss) before exceptional items per share; total assets; net tangible assets; net assets; shareholders? equity; number of shares as adjusted to reflect changes in capital; dividends declared per share in both the currency of the financial statements and the Singapore currency, including the formula used for any adjustment to dividends declared; and diluted earnings per share. Per share amounts to be included must be determined in accordance with the body of accounting principles used in preparing the financial statements.

 

5.   Where the financial statements of the relevant corporation are prepared in a currency other than the Singapore currency, provide ?

(a) the exchange rate between that foreign currency and the Singapore currency at the latest practicable date;

(b) the high and low exchange rates between that foreign currency and the Singapore currency for each month during the previous 6 months; and

(c) for the 3 most recent completed financial years and any interim period for which financial statements are presented, the average exchange rates for each period, calculated by using the average of the exchange rates between that foreign currency and the Singapore currency on the last day of each month during the period.

Capitalisation and Indebtedness

6.   Provide a statement of capitalisation and indebtedness (distinguishing between guaranteed and non-guaranteed, and secured and unsecured, indebtedness) as of a date no earlier than 60 days prior to the date of lodgment of the prospectus, showing the relevant corporation?s capitalisation on an actual basis and, if applicable, adjusted to reflect the sale of new shares or units of shares, as the case may be, being issued and the intended application of the net proceeds therefrom. Indebtedness includes indirect and contingent indebtedness.

Use of Proceeds

7.   Disclose the estimated amount of the proceeds from the offer (net of the expenses of the offer) broken down into each principal intended use. If the anticipated proceeds will not be sufficient to fund all of the intended uses, disclose the order of priority of such uses, as well as the amount and sources of other funds needed. Disclose also how the proceeds will be used pending their eventual utilisation for the proposed uses. Where specific uses are not known for any portion of the proceeds, disclose the general uses for which the proceeds are proposed to be applied. State the minimum amount which, in the reasonable opinion of the directors of the relevant corporation, must be raised by the offer of shares or units of shares, as the case may be.

8.   If the proceeds are proposed to be used, directly or indirectly, to acquire or refinance the acquisition of an asset other than in the ordinary course of business, briefly describe the asset and its purchase price. If the asset has been or will be acquired from an associate of the relevant corporation, identify the associate and how the cost to the relevant corporation will be determined.

9.   If the proceeds may or will be used to finance or refinance the acquisition of another business, briefly describe such business and give information on the status of the acquisition.

10.   If any material part of the proceeds is to be used to discharge, reduce or retire the indebtedness of the relevant corporation or, if the relevant corporation is the holding company of a group but not of a pro forma group, of the group, or, if the relevant corporation is the holding company of a pro forma group, of the pro forma group, describe the maturity of such indebtedness and, for indebtedness incurred within the past year, the uses to which the proceeds giving rise to such indebtedness were put.

Risk Factors

11.   Disclose, in a specific section with the heading ?Risk Factors?, the risk factors that are specific to the relevant corporation and its industry as well as the shares or units of shares, as the case may be, being offered, which had materially affected or could materially affect, directly or indirectly, the relevant corporation?s financial position and results, business operations and investments by shareholders of the relevant corporation.

PART V

INFORMATION ON THE RELEVANT CORPORATION

History of the Relevant Corporation

1.   Provide the following information:

(a) the name of the relevant corporation;

(b) the date of incorporation and, where the constituent documents of the relevant corporation provide a limit as to the duration for which the relevant corporation is to exist, such duration;

(c) the country of incorporation and legal form of the relevant corporation, the legislation under which it operates, and the address and telephone and facsimile numbers of its registered office (or principal place of business if different from its registered office);

(d) the length of time for which the business of the relevant corporation or, if the relevant corporation is the holding company of a group but not of a pro forma group, of the group, or, if the relevant corporation is the holding company of a pro forma group, of the pro forma group, has been carried on and the important events in the development of the business;

(e) a description, including the amount invested, of each material expenditure on and divestment of capital investment (including any interest in another corporation) by the relevant corporation or, if the relevant corporation is the holding company of a group but not of a pro forma group, by the group, or, if the relevant corporation is the holding company of a pro forma group, by the pro forma group, for the period starting from the beginning of the period comprising the 3 most recent completed financial years and ending on the latest practicable date;

(f) any material capital investment by the relevant corporation or, if the relevant corporation is the holding company of a group but not of a pro forma group, by the group, or, if the relevant corporation is the holding company of a pro forma group, by the pro forma group, the making or divestment of which is in progress, including the geographical location of the investment and the method of financing;

(g) any public take-over offer, by a third party in respect of the relevant corporation?s shares or by the relevant corporation in respect of the shares of another corporation, which has occurred during the last and current financial year; state the price or exchange terms attaching to such offer and the outcome thereof.

Business Overview

2.   Provide the following information in respect of the relevant corporation:

(a) the nature of the operations and principal activities; the main categories of products sold and services performed for each of the 3 most recent completed financial years, any significant new product or service introduced between the beginning of the period comprising the 3 most recent completed financial years and the latest practicable date and, to the extent that the development of the new product or service has been publicly disclosed, the status of such development;

(b) the principal markets in which the relevant corporation competes, including a breakdown of total revenues by category of activity and geographic market, for each of the 3 most recent completed financial years;

(c) whether the main business is seasonal in nature and if so, details of such seasonal nature;

(d) the marketing activities;

(e) whether the business or profitability of the relevant corporation is materially dependent on any patent or licence, industrial, commercial or financial contract (including a contract with a customer or supplier) or new manufacturing process;

(f) any material effect of government regulations on the business, identifying the regulatory body.

3.   In paragraph 2 of this Part, a reference to the relevant corporation shall, if the relevant corporation is the holding company of a group but not of a pro forma group, be a reference to the group or, if the relevant corporation is the holding company of a pro forma group, be a reference to the pro forma group.

Organisational Structure

4.   If the relevant corporation is part of a group, briefly describe the group, and the relevant corporation?s position within the group. If the relevant corporation is the holding company of a group or a pro forma group, provide information on every subsidiary and associated company of the relevant corporation, being a subsidiary or associated company the absolute amount of the net assets (liabilities) or profit (loss) before tax of which accounts for 10% or more of the absolute amount of the net assets (liabilities) or profit (loss) before tax respectively of the group or pro forma group, as the case may be, for any of the 3 most recent completed financial years, including name, country of incorporation and principal place of business, proportion of ownership interest of the relevant corporation and, if different, proportion of voting power held by the relevant corporation.

Fixed Assets

5.   Provide information regarding any material tangible fixed asset of the relevant corporation, including any leased property and major encumbrance thereon. The information provided must include (in the case of real property) a description of the size and use of the real property; (in the case of a production facility) an indication of the productive capacity and extent of utilisation of the facility for each of the 3 most recent completed financial years; a statement on how the fixed asset is held, the product produced using the fixed asset, and the location.

6.   Describe any regulatory requirement that may materially affect the relevant corporation?s utilisation of a tangible fixed asset. With regard to any material plan to construct, expand or improve a facility, describe the nature of and reason for the plan, and give an estimate of the amount of expenditure, including the amount already expended. In addition, disclose the method of financing the plan, the estimated dates of commencement and completion of the plan, and any anticipated increase in production capacity after completion.

7.   In paragraphs 5 and 6 of this Part, a reference to the relevant corporation shall, if the relevant corporation is the holding company of a group but not of a pro forma group, be a reference to the group or, if the relevant corporation is the holding company of a pro forma group, be a reference to the pro forma group.

PART VI

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

1.   Information required under this Part shall be provided in respect of the relevant corporation or, if the relevant corporation is the holding company of a group but not of a pro forma group, of the group, or, if the relevant corporation is the holding company of a pro forma group, of the pro forma group. Reference made to ?period under review? in this Part means each of the 2 most recent completed financial years and, if interim financial statements are included in the prospectus whether or not pursuant to Part IX of this Schedule, the period for which such interim financial statements are provided.

Operating Results

2.   In respect of the period under review, provide a narrative of the extent to which any material change in net sales or revenues is attributable to a change in the price or volume of products or services being sold or to the introduction of a new product or service.

3.   In respect of the period under review, provide information regarding any significant factor, including unusual or infrequent event or new development, which materially affected profit (loss) before tax from operations; and indicate the extent to which such profit (loss) was so affected. Describe any other significant component of revenue or expenditure necessary to understand the results of operations for the period under review.

4.   If the impact of foreign currency fluctuations is material, state such impact and the extent to which foreign currency exposure and investment is hedged by currency borrowings or other hedging instruments.

Liquidity and Capital Resources

5.   Provide the following information regarding liquidity (both short and long term):

(a) a description of the material sources of liquidity, whether internal or external, and a brief discussion of any material unused sources of liquidity, as of the latest practicable date; include a statement by the directors of the relevant corporation whether, in their reasonable opinion, the working capital available to the relevant corporation or, if the relevant corporation is the holding company of a group, to the group, is sufficient for present requirements and, if insufficient, how the additional working capital, thought by the directors to be necessary, is proposed to be provided;

(b) an evaluation of the material sources and amounts of cash flows from operating, investing and financing activities in respect of ?

(i)the period under review; or

(ii) where pro forma cash flow statement has been provided under Part IX of this Schedule, the most recent completed financial year as well as the interim period if interim financial statements have been provided,

including the nature and extent of any legal, financial or economic restriction on the ability of a subsidiary of the relevant corporation to transfer funds to the relevant corporation in the form of cash dividends, loans or advances, and the impact such restriction have had or are expected to have on the ability of the relevant corporation to meet its cash obligations;

(c) the level of borrowings at the end of the most recent completed financial year or, if interim financial statements have been included, the interim period, the extent to which the borrowings are at a fixed rate and the maturity profile of the borrowings and committed borrowings facility, with a description of any restriction on its use.

6.   Provide information on the use of any financial instrument for hedging purposes.

7.   Provide information on any material commitment for capital expenditures as of the latest practicable date and indicate the general purpose of such commitment and the anticipated source of funds needed to fulfil such commitment.

Research and Development

8.   Provide a description of material research and development policies of the relevant corporation for the 3 most recent completed financial years, including the amount spent in each of those years on research and development activities.

Trend Information and Profit Forecast or Profit Estimate

9.   Discuss, for at least the current financial year, the business and financial prospects, the most significant recent trends in production, in sales and inventory, and in the costs and selling prices of products and services, and the state of the order book, since the most recent financial year, as well as any other known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on net sales or revenues, profitability, liquidity or capital resources, or that would cause financial information disclosed in the prospectus to be not necessarily indicative of future operating results or financial condition.

10.   Where a profit forecast is disclosed, state the extent to which projected sales or revenues are based on secured contracts or orders, and the reasons for expecting to achieve the projected sales or revenues and profit, and discuss the impact of any likely change in business and operating conditions on the forecast.

11.   Where a profit forecast or profit estimate is disclosed, state all principal assumptions, if any, upon which the directors have based their profit forecast or profit estimate, as the case may be.

12.   Where a profit forecast or profit estimate is disclosed, include ?

(a) a statement by an auditor as to whether the profit forecast or profit estimate is properly prepared on the basis of the assumptions referred to in paragraph 11 of this Part, is consistent with the accounting policies adopted by the relevant corporation, and is presented in accordance with the accounting standards adopted by the relevant corporation in the preparation of its financial statements; and

(b) a statement by an expert engaged to review the assumptions, prepared on the basis of his examination of the evidence supporting the assumptions, to the effect that ?

(i) the assumptions provide reasonable grounds for the profit forecast or profit estimate;

(ii) no matter has come to his attention which gives him reason to believe that the assumptions do not provide reasonable grounds for the profit forecast or profit estimate; or

(iii) the assumptions do not provide reasonable grounds for the profit forecast or profit estimate and the reasons for such a conclusion.

PART VII

SUBSTANTIAL SHAREHOLDERS, DIRECTORS, KEY EXECUTIVES AND EMPLOYEES

Directors and Key Executives

1.   Provide the following information with respect to the directors and key executives of the relevant corporation and any employee of the group, such as a scientist, researcher or designer, upon whose work the relevant corporation is dependent:

(a) name, details of past working experience, educational and professional qualification, if any, and areas of responsibility in the relevant corporation or, if the relevant corporation is the holding company of a group but not of a pro forma group, in the group, or, if the relevant corporation is the holding company of a pro forma group, in the pro forma group;

(b) any principal business activity performed outside the relevant corporation or, if the relevant corporation is the holding company of a group but not of a pro forma group, the group, or, if the relevant corporation is the holding company of a pro forma group, the pro forma group, and any present principal directorship or principal directorship in the last 5 years other than directorship in the relevant corporation;

(c) age;

(d) the nature of any family relationship ?

(i) between any of the persons named above; or

(ii) between any of the persons named above and any substantial shareholder of the relevant corporation;

(e) any arrangement or understanding with a substantial shareholder, customer or supplier of the relevant corporation or other person, pursuant to which any person referred to above was selected as a director or key executive of the relevant corporation.

Management Reporting Structure

2.   Provide the management reporting structure of the relevant corporation.

Interest in Shares

3.   Provide the names of each substantial shareholder and director and the chief executive officer of the relevant corporation, and state the number and percentage of shares of each class in which each of them has interest, whether direct or deemed under section 4 of the Act, as of the latest practicable date and immediately after the offer. Where the deemed interest in the shares of the relevant corporation is held through another corporation the shares of which are listed for quotation or quoted on a securities exchange or overseas securities exchange, that deemed interest may be excluded. Disclose any significant change in the percentage of ownership in the last 3 years prior to the latest practicable date.

4.   Indicate whether the shares in which the persons referred to in paragraph 3 of this Part have interests, carry different voting rights from those shares which are the subject of the offer, or provide an appropriate negative statement.

5.   To the extent known to the relevant corporation, state whether the relevant corporation is directly or indirectly owned or controlled by another corporation, any government or other natural or legal person whether severally or jointly; and if so, give the name of such corporation, government or person and briefly describe the nature of such control, including the amount and proportion of capital held giving a right to vote.

6.   Disclose any contractual undertaking provided by any party to observe a moratorium on the transfer or disposal of his interest in the shares of the relevant corporation.

7.   Describe any known arrangement the operation of which may, at a subsequent date, result in a change in control of the relevant corporation.

Material Background Information

8.   Disclose the following matters concerning a director, key executive or controlling shareholder of the relevant corporation if material in the context of the offer:

(a) whether at any time during the last 10 years, a petition under any bankruptcy laws of any jurisdiction was filed against him or against a partnership of which he was a partner;

(b) whether at any time during the last 10 years a petition under any law of any jurisdiction was filed against a corporation of which he was a director or key executive for the winding up of that corporation on the ground of insolvency;

(c) whether there is any unsatisfied judgment against him;

(d) whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment for 3 months or more, or has been the subject of any criminal proceedings (including any pending criminal proceedings which he is aware of) for such purpose;

(e) whether he has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or been the subject of any criminal proceedings (including any pending criminal proceedings which he is aware of) for such breach;

(f) whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings which he is aware of) involving an allegation of fraud, misrepresentation or dishonesty on his part;

(g) whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any corporation;

(h) whether he has ever been disqualified from acting as a director of any corporation, or from taking part directly or indirectly in the management of any corporation;

(i) whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity;

(j) whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of ?

(i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or

(ii) any corporation or partnership which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere,

in connection with any matter occurring or arising during the period when he was so concerned with the corporation or partnership.

Compensation for Services

9.   Disclose, in bands of up to $250,000 ?

(a) the amount of compensation paid by the relevant corporation or its subsidiary for each of the 2 most recent completed financial years; and

(b) the estimated amount of compensation paid and to be paid by the relevant corporation or its subsidiary for the whole of the current financial year,

to ?

(i) each director of the relevant corporation; and

(ii) each of the top 5 (in terms of amount of compensation) key executives (not being directors of the relevant corporation) of the relevant corporation or, if the relevant corporation is the holding company of a group but not of a pro forma group, of the group, or, if the relevant corporation is the holding company of a pro forma group, of the pro forma group,

for services rendered by such a person in all capacities to the relevant corporation or its related corporation.

10.   For the purpose of paragraph 9 of this Part ?

(a) compensation includes any benefit in kind; and

(b) compensation that has already been paid includes any deferred compensation accrued for the financial year in question and payable at a later date.

11.   For the purposes of paragraph 9 (b) of this Part, any estimated amount of compensation that is to be paid pursuant to any bonus or profit-sharing plan or any other profit-linked agreement or arrangement, but which has not yet been paid, may be excluded from the calculation of the estimated amount of compensation in respect of the whole of the current financial year, provided that that fact is stated.

12.   If any portion of the compensation was paid or is to be paid pursuant to any bonus or profit-sharing plan or any other profit-linked agreement or arrangement, identify the person to whom such compensation was or is to be paid and briefly describe such plan, agreement or arrangement and the basis of such person?s participation in the plan, agreement or arrangement.

13.   If any portion of the compensation was paid or is to be paid in the form of stock options, identify the persons to whom such compensation was or is to be paid and provide the description and number of shares covered by the options, the exercise price, the option purchase price (if any), the period during which the options are exercisable and the expiration date of the options.

14.   State the total amounts set aside or accrued by the relevant corporation or its subsidiary to provide pension, retirement or similar benefits, if any.

15.   Provide details of any existing or proposed service contract entered or to be entered into by the directors of the relevant corporation with the relevant corporation or its subsidiary which provide for benefits upon termination of employment, or an appropriate negative statement.

16.   For a service contract referred to in paragraph 15 of this Part with a fixed term, state the term of each such contract, the unexpired term and the name of the relevant director.

Board Practices

17.   With respect to each of the directors of the relevant corporation, state the date of expiration of the current term of office, if applicable, and the period for which the person has served in that office.

18.   In respect of the current financial year, provide details relating to the relevant corporation?s audit committee, remuneration committee and nomination committee, if any, including the names of committee members and a summary of the terms of reference under which each committee operates.

Employees

19.   Provide either ?

(a) the average number of employees of the relevant corporation or, if the relevant corporation is the holding company of a group but not of a pro forma group, of the group, or, if the relevant corporation is the holding company of a pro forma group, of the pro forma group, for each of the 3 most recent completed financial years (and any change in the number of such employees, if material); or

(b) the number of employees of the relevant corporation or, if the relevant corporation is the holding company of a group but not of a pro forma group, of the group, or, if the relevant corporation is the holding company of a pro forma group, of the pro forma group, as at the end of each of the 3 most recent completed financial years (and any change in the number of such employees, if material),

and, if possible, a breakdown of persons employed by activity and geographic location. Disclose information regarding the relationship between management and labour unions. If the relevant corporation or, if the relevant corporation is the holding company of a group but not of a pro forma group, the group, or, if the relevant corporation is the holding company of a pro forma group, the pro forma group, employs a significant number of temporary employees, disclose the average number of temporary employees in respect of the most recent completed financial year.

Share Options

20.   Unless otherwise disclosed pursuant to paragraphs 9 and 13 of this Part (Compensation for Services), provide information as to the options on the shares of the relevant corporation granted to each of the directors and the chief executive officer of the relevant corporation, including the description and number of shares covered by the options; the exercise price; the option purchase price (if any); the period during which the option is exercisable; and the expiration date of the options.

21.   Describe any arrangement which involves the employees of the relevant corporation and, if the relevant corporation is a holding company, the directors or employees of a subsidiary or associated company of the relevant corporation, in the capital of the relevant corporation, including any arrangement that involves the issue or grant of options or shares or any other securities of the relevant corporation.

PART VIII

INTERESTED PERSON TRANSACTIONS AND CONFLICTS OF INTERESTS

Interested Person Transactions

1.   Provide the following information with respect to each transaction or loan, or proposed transaction or loan, for the period starting from the beginning of the period of the 3 most recent completed financial years and ending on the latest practicable date, between the entity at risk and an interested person of the relevant corporation, which are material in the context of the offer:

(a) the nature of the transaction and the quantum involved; and

(b) any outstanding loan (including a guarantee of any kind) made by the entity at risk or interested person to or for the benefit of the interested person or entity at risk respectively; the information must include the largest amount of outstanding loan during the period covered, the total amount outstanding of all loans as of the date of lodgment of the prospectus, the nature of each loan and the transaction in which it was incurred, and the interest rate on each loan.

2.   For each such transaction or loan, disclose the procedure undertaken or to be undertaken to ensure that it has been or will be carried out on an arm?s length basis.

Conflicts of Interest

3.   Where a director or controlling shareholder of the relevant corporation or his associate has an interest in any other corporation carrying on the same business or dealing in similar products as the relevant corporation or, if the relevant corporation is the holding company of a group but not of a pro forma group, as the group, or, if the relevant corporation is the holding company of a pro forma group, as the pro forma group, disclose ?

(a) the name of that other corporation;

(b) the name of the director or controlling shareholder involved;

(c) the nature and extent of his interest in that other corporation and the extent to which he is involved in the management of that other corporation either directly or indirectly; and

(d) whether any conflict of interest thereby arising has been or is to be resolved or mitigated and if so, how it has been or is proposed to be resolved or mitigated.

Interests of Experts

4.   If an expert named in the prospectus ?

(a) is employed on a contingent basis by the relevant corporation or its subsidiary;

(b) has a material interest, whether direct or indirect, in the shares of the relevant corporation or its subsidiary; or

(c) has a material economic interest, whether direct or indirect, in the relevant corporation, including an interest in the success of the offer,

describe the nature and terms of such contingency or interest.

Interests of Underwriters or Financial Advisers

5.   If, in the reasonable opinion of the directors, any underwriter or other financial adviser has a material relationship with the relevant corporation, describe the nature and terms of such relationship.

PART IX