SECOND SCHEDULE
Sections 2(1) and 340(1) and (4)
Regulated activities
Part 1
TYPES OF REGULATED ACTIVITIES
The following are regulated activities for the purposes of this Act:
(a)dealing in capital markets products;
(b)advising on corporate finance;
(c)fund management;
(d)real estate investment trust management;
(e)product financing;
(f)providing credit rating services;
(g)providing custodial services.
Part 2
Interpretation
In this Schedule —
“agreement” includes arrangement;
“advising on corporate finance” means giving advice —
(a)to any person (whether as principal or agent, or as trustee of a trust) concerning compliance with or in respect of laws or regulatory requirements (including the listing rules of an approved exchange) relating to the raising of funds by any entity, trustee of a trust on behalf of the trust or responsible person of a collective investment scheme on behalf of the collective investment scheme;
(b)to a person making an offer —
(i)to subscribe for or purchase specified products; or
(ii)to sell or otherwise dispose of specified products,
concerning that offer;
(c)concerning the arrangement, reconstruction or take‑over of a corporation or any of its assets or liabilities; or
(d)concerning the take‑over of a business trust or any of its assets or liabilities held by the trustee‑manager on behalf of the business trust;
“credit rating” means an opinion expressed using an established and defined ranking system of rating categories, primarily regarding the creditworthiness of a rating target;
“dealing in capital markets products” means (whether as principal or agent) making or offering to make with any person, or inducing or attempting to induce any person to enter into or to offer to enter into any agreement for or with a view to acquiring, disposing of, entering into, effecting, arranging, subscribing for, or underwriting any capital markets products;
“financial institution” means —
(a)any bank licensed under the Banking Act 1970;
(b)any merchant bank licensed under the Banking Act 1970; or
(c)any finance company licensed under the Finance Companies Act 1967;
“fund management” means managing the property of, or operating, a collective investment scheme, or undertaking on behalf of a customer (whether on a discretionary authority granted by the customer or otherwise) —
(a)the management of a portfolio of capital markets products; or
(b)the entry into spot foreign exchange contracts for the purpose of managing the customer’s funds,
but does not include real estate investment trust management;
“leveraged foreign exchange trading” means entering into a spot foreign exchange contract where one counterparty provides to the other counterparty or the counterparty’s agent money, securities, property or other collateral which represents only a part of the value of the spot foreign exchange contract;
“offer” or “offering” includes invitation to treat;
“product financing” means providing any credit facility, advance or loan to facilitate (directly or indirectly) —
(a)the subscription of specified products listed or to be listed on an organised market;
(b)the purchase of specified products listed or to be listed on an organised market;
(c)the purchase of such specified products as the Authority may prescribe; or
(d)where applicable, the continued holding of specified products mentioned in paragraph (a), (b) or (c),
whether or not the specified products are pledged as security for the credit facility, advance or loan, but does not include the provision of —
(e)any credit facility, advance or loan that forms part of an arrangement to underwrite or sub‑underwrite specified products;
(f)any credit facility, advance or loan to —
(i)a holder of a capital markets services licence to deal in capital markets products in respect of specified products;
(ii)a holder of capital markets services licence for product financing; or
(iii)a financial institution,
for the purposes of facilitating the acquisition or holding of specified products;
(g)any credit facility, advance or loan by a company to its directors or employees to facilitate the acquisition or holding of its own specified products;
(h)any credit facility, advance or loan by a member of a group of companies to another member of the group to facilitate the acquisition or holding of specified products by that other member; or
(i)any credit facility, advance or loan by an individual to a company in which he or she holds 10% or more of its issued share capital to facilitate the acquisition or holding of specified products;
“providing credit rating services” means preparing, whether wholly or partly in Singapore, credit ratings in relation to activities in the securities and futures industry for —
(a)dissemination, whether in Singapore or elsewhere, or with a reasonable expectation that they will be so disseminated; or
(b)distribution by subscription, whether in Singapore or elsewhere, or with a reasonable expectation that they will be so distributed,
but does not include —
(c)preparing a private credit rating pursuant to an individual order which is intended to be provided exclusively to the person who placed the order and not intended for public disclosure or distribution by subscription; or
(d)preparing credit scores, credit scoring systems or similar assessments related to obligations arising from consumer, commercial or industrial relationships;
“providing custodial services” means, in relation to specified products, providing or agreeing to provide any service where the person providing the service has, under an arrangement with another person (the customer), possession or control of the specified products of the customer and carries out one or more of the following functions for the customer:
(a)settlement of transactions relating to the specified products;
(b)collecting or distributing dividends or other pecuniary benefits derived from ownership or possession of the specified products;
(c)paying tax or other costs associated with the specified products;
(d)exercising rights, including without limitation voting rights, attached to or derived from the specified products;
(e)any other function necessary or incidental to the safeguarding or administration of the specified products,
but does not include —
(f)the activities of a corporation that is a Depository as defined in section 81SF;
(g)the provision of services to a related corporation or connected person, so long as none of the specified products in respect of which such services are provided is —
(i)held on trust for another person by the related corporation or connected person;
(ii)held as a result of any custodial services provided by the related corporation or connected person to another person; or
(iii)beneficially owned by any person other than the related corporation or connected person;
(h)the provision of services by a nominee corporation that are solely incidental to the business of the nominee corporation; and
(i)any other conduct the Authority may, by order, prescribe;
“rating category” means a rating symbol, such as a letter or numerical symbol which might be accompanied by appending identifying characters, used in a credit rating to provide a relative measure of risk to distinguish the different risk characteristics of the types of rating targets;
“rating target” means the subject of a credit rating which may be —
(a)a person other than an individual;
(b)the government of a sovereign country, including the Government of Singapore; or
(c)capital markets products;
“real estate investment trust management” means managing the property of, or operating, a real estate investment trust;
“spot foreign exchange contract” means a spot contract of which the underlying thing is a currency.
[2/2009; 35/2014; 4/2017;1/2020; S 376/2008; S 20/2012]