Rajah & Tann Regional Round-Up

your snapshot of key legal developments in Asia

Issue 3 - Jul/Aug/Sep 2023


Singapore and Indonesia Sign MOU to Bolster Cross-border Electricity Trade

On 8 September 2023, the Ministry of Trade and Industry Singapore (MTI) announced that Singapore and Indonesia have signed a Memorandum of Understanding ("MOU") to strengthen cross-border electricity trade ("September 2023 MOU"). Under the September 2023 MOU, both countries undertake to jointly support the development of commercial projects for cross-border trading of low-carbon electricity, facilitate the implementation of such projects in accordance with their respective laws, and work together on both countries' interconnectivity for cross-border electricity trading.

The September 2023 MOU builds on existing Memoranda of Understanding inked by Singapore and Indonesia aimed at enhancing energy collaboration between the two countries for the benefit of the businesses and their citizens. These include the MOU on Renewable Energy Cooperation signed in March 2023, and the MOU on Energy Cooperation signed in January 2022.

On a related note, Singapore's Energy Market of Authority (EMA) announced that it has also granted   Conditional Approvals ("CAs") to five projects to allow them to import a total of two gigawatts ("GW") of low-carbon electricity from Indonesia. The CAs will enable the companies managing the projects to obtain the necessary approvals and licences for their projects including the setting up of manufacturing plants for solar photovoltaics (PV) and battery energy storage systems (BESS) in Indonesia.

The September 2023 MOU brings Singapore a step forward towards achieving its target to import up to import up to four GW of low-carbon electricity by 2035. This supports the decarbonisation efforts of both Singapore and Indonesia, and will pave the way for businesses to explore new investment areas in renewable energy.

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Launch of Intangibles Disclosure Framework – Helping Enterprises Commercialise Intangibles

On 4 September 2023, the Accounting and Corporate Regulatory Authority and the Intellectual Property Office of Singapore jointly launched the Intangibles Disclosure Framework ("Framework"). The Framework is part of the Singapore IP Strategy 2030 and is a key step to helping enterprises commercialise their intangibles.

The launch of the new Framework follows a public consultation on the Proposed Intangibles Disclosure Framework that ran from 14 December 2022 to 28 February 2023. You may read our earlier Legal Update titled "Public Consultation on Proposed Intangibles Disclosure Framework" for more information. The finalised Framework incorporates revisions from the proposed draft to address feedback received during the public consultation on technical and implementation matters.

Pursuant to feedback received during the public consultation, a distinction is made between "intangibles" defined in the Framework and "intangible assets" defined in the accounting standards. Under the voluntary Framework, enterprises are encouraged to disclose intangibles beyond those recognised under the accounting standards. The intangible assets defined under Singapore's prescribed accounting standards are a subset of intangibles defined in the Framework.  The Framework defines an intangible as "a non-monetary resource that manifests itself by its economic properties: it does not have physical substance but grants rights and/or economic benefits to its owner".

For more information, click here to read our Legal Update.

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Singapore and Vietnam Deepen Collaboration with New Partnerships

On 28 August 2023, the Singapore Ministry of Trade and Industry ("MTI") announced the conclusion of several agreements between Singapore and Vietnam which will further deepen their collaboration in the green economy, digital economy and innovation.

Upgrading of Bilateral Economic Partnership

Singapore and Vietnam have exchanged Side Letters effecting the Upgrade of the Framework Agreement on Singapore-Vietnam Connectivity ("CFA"). The Upgraded Connectivity Framework Agreement ("CFA") expands the scope of the bilateral economic cooperation between the two countries. This is the first upgrade of the CFA since its signing in 2005. The previous six sectors of cooperation have now been expanded to cover five pillars of cooperation in 11 areas, including (i) Energy Connectivity; (ii) Sustainability; (iii) Infrastructure; (iv) Digital and Innovation; and (v) Connectivity (Education, Finance, Information Technology and Telecommunications, Investment, Tourism, Trade and Services, and Transport).

Supporting Innovation Talent Exchange

Singapore and Vietnam also signed a Memorandum of Understanding on the Innovation Talent Exchange ("ITX") Programme. This will enable Singaporean professionals to be employed in eligible innovation-related work areas in Vietnam, and vice-versa. The qualifying criteria, application process and launch date of the ITX Programme will be circulated in due course.

Addressing Climate Change Challenges

In their bid to address climate change challenges, Singapore and Vietnam exchanged a letter of intent which emphasised the substantive conclusion of the negotiation of the Implementation Agreement pursuant to Article 6 of the Paris Agreement ("Implementation Agreement"). Both countries undertake to agree on the text of the legally binding Implementation Agreement and submit recommendations for the signing of this agreement. As stated in the Press Release, "[t]he Implementation Agreement seeks to unlock additional climate mitigation activities and will facilitate the transfer of Article 6-compliant carbon credits that are correspondingly adjusted between Singapore and Vietnam. This will enable both countries to meet their Nationally Determined Contribution (NDC) and open up a new stream of trading activity in Article 6-compliant credits."

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New Mechanisms, Shortened Timelines: SIAC Consults on Draft Seventh Edition of SIAC Rules

Since its establishment in 1991, the Singapore International Arbitration Centre ("SIAC") has emerged as a leading global arbitration institution. Ranked second among the world’s top five arbitral institutions, SIAC was also determined to be the most preferred arbitral institution in the Asia-Pacific in the 2021 Queen Mary University of London and White & Case International Arbitration Survey: Adapting Arbitration to a Changing World.

Part of SIAC's competitive edge is the SIAC Rules ("2016 Rules"), currently in their sixth edition, which provide a framework to ensure that SIAC arbitrations are administered in an efficient, cost-effective and flexible manner. Per the last revision, the 2016 Rules incorporated new procedures for multi-contract disputes and provided for the joinder of additional parties, among others.

To enhance the user experience and raise the bar on efficiency, expedition and cost-effectiveness, SIAC recently launched a public consultation on the draft 7th Edition of the SIAC Rules ("Draft Rules"). The consultation will run from 22 August 2023 to 21 November 2023. Key amendments proposed include:

  1. the introduction of new mechanisms for preliminary determination, coordinated proceedings, and the use of a new online case management system;
  2. the mandatory disclosure of third-party funding relationships and arrangements;
  3. amendments to the rules on the constitution of the tribunal, including a new list procedure that the President of the SIAC Court ("President") may employ when appointing an arbitrator;
  4. changes to the Emergency Arbitration procedure to improve its efficiency, such as shortened timelines;
  5. changes to the Expedited Procedure, including the monetary limit on the amount in dispute; and
  6. other general amendments, including information security measures and providing for virtual or hybrid hearings.

For more information, click here to read our Legal Update.

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Singapore Court Grants Sanction of Scheme of Arrangement Between a Crypto Company and its Users, the First Ever in the Crypto Space to Take Effect in Singapore

Section 210 of the Companies Act 1967 ("Companies Act") provides a flexible tool for companies seeking to restructure their debts in Singapore by way of a scheme of arrangement, which is a Court-approved agreement between a company and its stakeholders in relation to the former's debt obligations. The provision has seen much use by companies in distress over the years to varying degrees of success, but the case of Defi Payments Pte Ltd (HC/OA 378/2023) is the first of its kind between a cryptocurrency company and its users. 

In April 2023, the applicant company, Defi Payments Pte Ltd, obtained leave of the Singapore Court to convene a meeting of creditors for the purposes of presenting a scheme of arrangement for voting by its creditors ("Scheme"). The vote for the Scheme received strong creditor approval of more than 90% by number and in value (present and voting) from each of the two classes of creditors and across the board, far exceeding the statutory threshold set out in section 210(3AB) of the Companies Act. Following the vote, the Court granted the sanction of a cryptocurrency scheme of arrangement on 10 August 2023, and the Scheme has since taken effect.

The applicant company was represented by Rajah & Tann Singapore LLP's Sheila Ng, Deputy Head of the Restructuring & Insolvency Practice, together with Associates Benedict Tedjopranoto and Naomi Lim. Partners Hoon Chi Tern and Cynthia Wu, and Associate Melvin Chua from the Capital Markets/Mergers & Acquisitions Practice also advised the applicant company in the restructuring process.

For more information, click here to read our Legal Update.

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MTI Seeks Feedback on ASEAN Trade in Goods Agreement (ATIGA)

The ASEAN Trade in Goods Agreement ("ATIGA") is the key regional trade agreement that facilitates economic integration within the Association of Southeast Asian Nations ("ASEAN") region, which Singapore is a party to. The ATIGA entered into force on 17 May 2010 for ASEAN Member States ("AMS"). It gives a framework to achieve the free flow of goods within ASEAN by eliminating tariffs on most goods traded between AMS, and by reducing non-tariff barriers.

To keep the ATIGA relevant and more responsive to, and stay ahead of, the changes, ASEAN launched negotiations between AMS in March 2022 to upgrade the ATIGA. Substantive negotiations between AMS are targeted to be completed by the end of 2024. From 17 July 2023 to 16 August 2023, the Ministry of Trade and Industry (MTI) conducted a public consultation seeking feedback on how the ATIGA could be improved and other beneficial provisions that could be incorporated into the ATIGA.

The ATIGA contains various elements to facilitate the free flow of goods within the ASEAN region. Several significant features of ATIGA include tariff liberalisation, removal of non-tariff barriers, rules of origin, trade facilitation, customs, standards and conformance, sanitary and phytosanitary measures.

Additionally, the ATIGA includes a comprehensive coverage of commitments related to trade in goods and mechanisms for its implementation as well as institutional arrangements.

For more information, click here to read our Legal Update.

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Singapore and Cambodia to Collaborate on Creation of Financial Transparency Corridor to Support SMEs

On 11 July 2023, the Monetary Authority of Singapore ("MAS") and the National Bank of Cambodia announced that they have signed a Memorandum of Understanding to collaborate on a Financial Transparency Corridor ("FTC") initiative.

The FTC initiative aims to establish supporting digital infrastructures to facilitate trade and cross-border related financial services between small and medium-sized enterprises ("SMEs") in Singapore and Cambodia. Under the FTC, when a Singapore financial institution ("FI") is assessing financing support for a Singapore SME buyer's cross-border business with a Cambodian SME seller, the Singapore FI can utilise the FTC to acquire trusted information from a Cambodian FI on the Cambodian SME seller. Likewise, a Cambodian FI supporting a Cambodian seller can obtain trusted information on the Singapore buyer through the FTC.

This enhanced trusted information flow will assist SMEs in Singapore and Cambodia to access broader digital trade networks. An example is the Business Sans Border Proxtera global network, which is a digital platform that aims to facilitate cross border trade connectivity among emerging market SMEs. SMEs will thereby be able to access greater trade connectivity within ASEAN and other growth regions.

For more information, click here to read our Legal Update (page 13).

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Proposed Mandatory Climate Reporting for Listed Issuers and Large Non-Listed Companies

From 6 July 2023 to 30 September 2023, the Accounting and Corporate Regulatory Authority (ACRA) and Singapore Exchange Regulation (SGX RegCo) sought views on recommendations and proposals in the Consultation Paper containing the Sustainability Reporting Advisory Committee's (SRAC) recommendations to implement mandatory climate reporting requirements in a tiered and phased manner, beginning with issuers of equity securities on the Singapore Exchange Securities Trading Limited (Listed Issuers), and extending these requirements to large non-listed companies (NLCos) above a certain annual revenue threshold via the Companies Act 1967, among other recommendations and proposals.

The key recommendations and proposal are as follows:

  1. Mandatory climate reporting disclosure (CRD) requirements;
  2. International Sustainability Standards Board (ISSB) Standards as baseline requirements subject to reliefs;
  3. External assurance requirements; and
  4. Reporting and filing timelines.

For more information, click here to read our Legal Update.

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Please note that whilst the information in this Update is correct to the best of our knowledge and belief at the time of writing, it is only intended to provide a general guide to the subject matter and should not be treated as a substitute for specific professional advice.


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