DRAFT SINGAPORE VARIABLE CAPITAL …

1 Annex B. DRAFT SINGAPORE VARIABLE CAPITAL companies ACT. DISCLAIMER: This version of the SINGAPORE VARIABLE CAPITAL companies Act is in DRAFT form and subject to change. It is also subject to review by the Attorney-General's Chambers. CHAPTER [ ]. SINGAPORE VARIABLE CAPITAL companies Act ARRANGEMENT OF SECTIONS. PART 1. PRELIMINARY. Section 1. Short title and commencement 2. Interpretation 3. Interests in shares PART 2. ADMINISTRATION OF THIS ACT. Division 1 Preliminary 4. Administration of Act Division 2 Administration of this Act (except Part 8). 5. Appointment of Registrar of S-VACCs, etc. 6. Inspection of books of S-VACC. 7. Power of Magistrate to issue warrant to seize books 8. Copies of or extracts from books to be admitted in evidence 9. Destruction, mutilation, etc., of S-VACC documents 10. Saving for advocates and solicitors 11. Investigation of certain matters 12. Security of information 13. Approved liquidators 14. S-VACC auditors 15. Disqualification of liquidators 16.

2 Registers 17. Electronic transaction system 18. Rectification by High Court 19. Rectification by Registrar on application 20. Rectification or updating on Registrar's initiative 21. Enforcement of duty to make returns 22. Relodging of lost registered documents 1. 23. Size, durability and legibility of documents delivered to Registrar 24. Appeal 25. Rules 26. Regulations PART 3. SOLE OBJECT OF S-VACCS. 27. Sole object of S-VACC. PART 4. CONSTITUTION OF S-VACCS. Division 1 Incorporation 28. Formation of S-VACC. 29. Registration and incorporation 30. Power to refuse registration 31. Minimum number of members 32. Constitution 33. Membership of holding company Division 2 Powers 34. Capacity and powers of S-VACC. 35. Power of S-VACC to provide for employees on cessation of business 36. Ultra vires transactions 37. No constructive notice 38. Power of directors to bind S-VACC. 39. Constitutional limitations: transactions with directors or their associates 40. Persons connected with director in section 39.

3 41. General provisions as to alteration of constitution 42. Name of S-VACC. 43. Change of name 44. Regulations for S-VACC. 45. Holding out as S-VACC. 46. Effect of constitution 47. Copies of constitution 48. Ratification by S-VACC of contracts made before incorporation 49. Form of contract 50. Common seal 51. Execution of deeds by S-VACC. 52. Alternative to sealing 2. PART 5. SUB-FUNDS. 53. Registration of Sub-Funds 54. Duty of S-VACC to provide information on Sub-Funds 55. Segregated liability of Sub-Funds 56. Penalty for failure to ensure segregated liability of Sub-Funds 57. Cross Sub-Fund investment PART 6. SHARES, DEBENTURES AND CHARGES. Division 1 Shares 58. Rights and powers attaching to shares 59. Differences in calls and payments, etc. 60. Share warrants 61. Validation of shares improperly issued 62. Redenomination of shares 63. Effect of redenomination 64. Rights of holders of classes of shares 65. Conversion of shares 66. Power to repurchase or redeem own shares 67. Treatment of repurchased or redeemed shares Division 2 Debentures 68.

4 Register of debenture holders and copies of trust deed 69. Specific performance of contracts to subscribe for debentures 70. Perpetual debentures 71. Reissue of redeemed debentures 72. Power of Court in relation to certain irredeemable debentures Division 3 Titles and Transfers 73. Nature of shares 74. Numbering of shares 75. Shares certificates 76. Certificate to be evidence of title 77. S-VACC may have duplicate common seal 78. Loss or destruction of certificates 79. Transfer of shares or debentures 80. Registration of transfer at request of transferor by S-VACCs 81. Refusal to register transfer by S-VACC. 3. 82. Certification of transfer of shares 83. Transfer by personal representative Division 4 Register of Members 84. Interpretation of Division 85. Register of members 86. Where register to be kept 87. Inspection of register 88. Consequences of failure to comply with requirements as to register owing to agent's default 89. Power of Court to rectify register 90. Limitation of liability of trustee, etc.

5 , registered as holder of shares 91. Personal remedies in cases of oppression or injustice 92. Derivative or representative actions 93. Evidence of shareholders' approval not decisive Court approval to discontinue action under section 92. Division 5 Register of Charges 94. Registration of charges created by S-VACCs 95. Duty to register charges 96. Duty of S-VACC to register charges existing on property acquired 97. Register of charges to be kept by Registrar 98. Endorsement of certificate of registration on debentures 99. Entries of satisfaction and release of property from charge 100. Extension of time for registration of charges and rectification of register 101. S-VACC to keep copies of charging instruments and register of charges 102. Documents made out of SINGAPORE PART 7. MANAGEMENT AND ADMINISTRATION. Division 1 Office and Name 103. Registered office 104. Office hours 105. Disclosure of name, registration number etc. Division 2 Fund Managers 106. Fund manager 4. 107. Restrictions on appointment or advertisement of fund manager Division 3 Directors and Officers 108.

6 Directors 109. Restrictions on appointment or advertisement of director 110. Requirement to be fit and proper person 111. Restriction on undischarged bankrupt 112. Disqualification of unfit directors of insolvent companies 113. Disqualification of directors of companies wound up on grounds of national security or interest 114. Appointment of directors by ordinary resolution 115. Appointment of directors to be voted on individually 116. Validity of acts of directors and officers 117. Removal of directors 118. Disqualification to act as director on conviction of certain offences etc. 119. Disqualification for persistent default in relation to delivery of documents to Registrar 120. Disqualification for being director in not less than 3 companies which were struck off within 5-year period 121. Debarment for default of relevant requirement of this Act 122. Disqualification under Limited Liability Partnerships Act 123. Disclosure of interests in transactions, property, offices, etc. 124.

7 As to the duty and liability of officers 125. Powers of directors 126. Director declarations where S-VACC has one director 127. Use of information and advice 128. Disclosure of S-VACC information by certain directors 129. Power of directors to have regard to interest of its employees and members 130. Prohibition of loans and quasi-loans to directors, credit transactions and related arrangements 131. Approval of S-VACC required for loans and quasi-loans to, and credit transactions for benefit of, persons connected with directors of lending S-VACC, etc. 132. Exception for expenditure on defending proceedings, etc. 133. Exception for expenditure in connection with regulatory action or investigation 134. Register of director's shareholdings etc. 135. Power to require disclosure of directors' emoluments 136. General duty to make disclosure 137. Payment to director for loss of office, etc. 138. Provision and improvement of director's emoluments 139. Secretary 5. 140. Provision protecting officers from liability 141.

8 Provision of insurance 142. Third party indemnity 143. Registers of fund managers, directors, secretaries and auditors 144. Duty of S-VACC to provide information on fund managers, directors, secretaries and auditors 145. Duty of fund managers, directors, secretaries and auditors to provide information to S-VACC. 146. Duty of S-VACC to keep consents of fund managers, directors and secretaries 147. Self-notification in certain circumstances 148. Amendment of register by Registrar 149. Provision and use of residential address 150. Penalty for breach under sections 143, 144, 145, 146 and 149. Division 4 Meetings and Proceedings 151. Annual general meeting 152. When S-VACC need not hold annual general meeting 153. Convening of extraordinary general meeting on requisition 154. Calling of meetings 155. Right to demand a poll 156. Quorum, chairman, voting, etc., at meetings 157. As to member's rights at meetings 158. Proxies 159. Power of Court to order meeting 160. Circulation of members' resolutions, etc.

9 161. Special resolutions 162. Passing of resolutions by written means 163. Requirements for passing of resolutions by written means 164. Where directors seek agreement to resolution by written means 165. Members may require general meeting for resolution 166. Period for agreeing to written resolution 167. S-VACC's duty to notify members that resolution passed by written means 168. Recording of resolutions passed by written means 169. Resolution requiring special notice 170. Registration and copies of certain resolutions 171. Resolutions at adjourned meetings 172. Minutes of proceedings 173. Inspection of minute books 6. PART 8. PREVENTION OF MONEY LAUNDERING AND TERRORISM FINANCING. Division 1 General Provisions 174. Interpretation of this Part Division 2 Powers of the AML/CFT Authority 175. Directions or regulations to discharge Government's international obligations 176. Requirements for prevention of money laundering and terrorism financing 177. Inspection of S-VACCs for compliance with directions and regulations under sections 175 and 176.

10 178. Obligation of S-VACC under inspection 179. Confidentiality of inspection reports 180. AML/CFT Authority may transmit information from inspection to corresponding authority Division 3 Assistance to Foreign Authorities and Domestic Authorities for their Supervisory and Other Actions in respect of Money Laundering, Terrorism Financing and Other Offences Subdivision 1 General provisions 181. Purposes of this Part Subdivision 2 Assistance to AML/CFT authorities 182. Conditions for provision of assistance to foreign AML/CFT authority 183. Assistance that may be rendered to foreign AML/CFT authority Subdivision 3 Assistance to domestic authorities 184. Conditions for provision of assistance to domestic authority 185. Assistance that may be rendered to domestic authority Subdivision 4 Additional provisions for Subdivisions 2 and 3. 186. Offences under this Part 187. Immunities 188. AML/CFT Authority may provide assistance Subdivision 5 Inspection by foreign AML/CFT authority 189. Conditions for inspection by foreign AML/CFT authority 7.