(a) | by inserting, immediately after the definition of “base capital” in paragraph 1, the following definition:“ “block futures contract” means a futures contract which is —(a) | privately negotiated between 2 parties in accordance with the business rules or practices of an organised market; and | (b) | entered into between those 2 parties in accordance with the business rules or practices of that organised market;”; |
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(b) | by deleting the word “securities” in paragraph (a) of the definition of “designated market‑maker” in paragraph 1 and substituting the word “products”; |
(c) | by deleting the definition of “designated securities” in paragraph 1 and substituting the following definition:“ “designated products” means —(a) | exchange traded fund interests; or | (b) | structured warrants, |
which have received approval in‑principle for listing and quotation on, or are listed for quotation on, the Singapore Exchange Securities Trading Limited;”; |
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(d) | by deleting the words “which constituent assets principally comprise securities listed for quotation on any securities exchange or overseas securities exchange;” in the definition of “exchange traded fund interest” in paragraph 1; |
(e) | by deleting the words “securities exchange” in paragraph (a) of the definition of “exchange traded fund interest” in paragraph 1 and substituting the words “approved exchange”; |
(f) | by deleting the definition of “investment company” in paragraph 1; |
(g) | by deleting the word “securities” in paragraphs (a) and (b) of the definition of “market‑maker” in paragraph 1 and substituting in each case the word “products”; |
(h) | by deleting the words “a futures exchange” in the definition of “order‑filler” in paragraph 1 and substituting the words “an approved exchange”; |
(i) | by deleting the words “that futures exchange” wherever they appear in the definition of “order‑filler” in paragraph 1 and substituting in each case the words “that approved exchange”; |
(j) | by inserting, immediately after the definition of “qualified arrangement” in paragraph 1, the following definition:“ “qualified investor” means —(a) | an accredited investor, other than —(i) | one who is a participant in a collective investment scheme mentioned in paragraph (b); | (ii) | one who is a holder of a unit in a closed‑end fund or in an arrangement mentioned in paragraph (aa) of the definition of “closed‑end fund” in section 2(1) of the Act as mentioned in paragraph (c); | (iii) | one which is a corporation mentioned in section 4A(1)(a)(ii) of the Act or an entity mentioned in regulation 3(c) of the Securities and Futures (Classes of Investors) Regulations 2018 (G.N. No. S 665/2018) —(A) | which is related to or controlled by a person exempted from the requirement to hold a capital markets services licence to carry on business in fund management under paragraph 5(1)(i), or a key officer or substantial shareholder of such person; and | (B) | the shares or debentures of which are, after 28 May 2008, the subject of an offer or invitation for subscription or purchase made to any person who is not an accredited investor; or |
| (iv) | a corporation or an entity which is a collective investment scheme or a closed‑end fund the units of which are, after 28 May 2008, the subject of an offer or invitation made to any person who is not an accredited investor; |
| (b) | a collective investment scheme the units of which are the subject of an offer or invitation for subscription or purchase made —(i) | in Singapore only to accredited investors, to institutional investors, or to both accredited investors and institutional investors; or | (ii) | elsewhere if, after 28 May 2008, such offer or invitation is made only to accredited investors (or investors in an equivalent class under the laws of the country or territory in which the offer or invitation is made), to institutional investors, or to both accredited investors and institutional investors; |
| (c) | a closed-end fund or an arrangement mentioned in paragraph (aa) of the definition of “closed‑end fund” in section 2(1) of the Act, the units of which are the subject of an offer or invitation for subscription or purchase made only to accredited investors (or investors in an equivalent class under the laws of the country or territory in which the offer or invitation is made), to institutional investors, or to both accredited investors and institutional investors; | (d) | an institutional investor, other than a collective investment scheme; or | (e) | a limited partnership, where the limited partners comprise solely of accredited investors (or investors in an equivalent class under the laws of the country or territory in which the partnership is formed), of institutional investors, or of both accredited investors and institutional investors;”; |
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(k) | by deleting the words “a securities market of a securities exchange” in the definition of “quote” in paragraph 1 and substituting the words “an approved exchange”; |
(l) | by deleting the words “exchange issued securities” wherever they appear in the definition of “quote” in paragraph 1 and substituting in each case the words “exchange issued specified products”; |
(m) | by deleting the words “that securities market” in the definition of “quote” in paragraph 1 and substituting the words “an organised market of that approved exchange”; |
(n) | by deleting the words “of securities” in the definition of “securities borrowing and lending facility” in paragraph 1 and substituting the words “of specified products”; |
(o) | by inserting, immediately after the definition of “special purpose corporation” in paragraph 1, the following definition:“ “specified exchange‑traded derivatives contract” means an exchange‑traded derivatives contract that is not a futures contract;”; |
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(p) | by deleting the definitions of “structured warrant” and “underlying financial instrument” in paragraph 1 and substituting the following definition:“ “structured warrant” means a derivatives contract issued by a financial institution —(a) | of which the underlying thing —(i) | is not the credit of that financial institution; and | (ii) | is not a financial instrument issued by that financial institution; and |
| (b) | which gives the holder of the derivatives contract — (i) | the right to purchase the underlying thing from the financial institution; | (ii) | the right to sell the underlying thing to the financial institution; or | (iii) | the right to receive from the financial institution a cash payment calculated by reference to fluctuations in the value or price of the underlying thing.”; |
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(q) | by deleting the sub-heading “Dealing in Securities” immediately above paragraph 2; |
(r) | by deleting the word “securities” in the heading to paragraph 2 and substituting the words “capital markets products that are securities, units in a collective investment scheme or specified exchange‑traded derivatives contracts”; |
(s) | by deleting the words “dealing in securities” in paragraph 2 and substituting the words “dealing in capital markets products that are securities, units in a collective investment scheme or specified exchange‑traded derivatives contracts”; |
(t) | by deleting the words “dealing in securities” wherever they appear in paragraph 2(a), (b) and (d) and substituting in each case the words “dealing in capital markets products that are securities, units in a collective investment scheme or specified exchange‑traded derivatives contracts”; |
(u) | by deleting the words “deal in securities” in paragraph 2(a)(i) and (f)(ii)(A) and substituting in each case the words “deal in capital markets products that are securities, units in a collective investment scheme or specified exchange‑traded derivatives contracts”; |
(v) | by deleting the words “securities that are not quoted on a securities exchange” in paragraph 2(a)(iv) and (v) and substituting in each case the words “securities, units in a collective investment scheme or specified exchange‑traded derivatives contracts that are not quoted on an approved exchange”; |
(w) | by deleting the words “securities” in paragraph 2(a)(vi) and (d)(ii) and substituting in each case the words “specified products”; |
(x) | by deleting sub‑paragraphs (ii) and (iii) of paragraph 2(b) and substituting the following sub‑paragraphs:“(ii) | providing custodial services; or | (iii) | product financing;”; |
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(y) | by deleting sub‑paragraph (c) of paragraph 2; |
(z) | by inserting, immediately after the word “securities” in paragraph 2(d)(i), the words “, units in a collective investment scheme or specified exchange‑traded derivatives contracts”; |
(za) | by inserting, immediately after the word “investor” in paragraph 2(e)(i), the words “, expert investor or institutional investor”; |
(zb) | by inserting, immediately after the word “securities” in paragraph 2(f), the words “, units in a collective investment scheme or specified exchange‑traded derivatives contracts”; |
(zc) | by inserting, immediately after the word “securities” in paragraph 2(f)(i), the words “, units in a collective investment scheme or specified exchange‑traded derivatives contracts”; |
(zd) | by deleting sub‑paragraphs (E), (F) and (G) of paragraph 2(f)(ii) and substituting the following sub‑paragraphs:“(E) | an approved exchange; | (F) | an approved holding company; | (G) | an approved clearing house;”; |
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(ze) | by deleting sub‑paragraph (h) of paragraph 2 and substituting the following sub‑paragraph:“(h) | a trustee of a qualified arrangement in respect of capital markets products that are securities, units in a collective investment scheme or specified exchange‑traded derivative contracts, whose dealing in such capital markets products is solely incidental to the management and administration of such arrangement;”; |
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(zf) | by deleting the words “designated securities” in paragraph (2)(i) and substituting the words “capital markets products that are designated products”; |
(zg) | by deleting sub‑paragraph (j) of paragraph 2 and substituting the following sub‑paragraph:“(j) | a financial adviser licensed under the Financial Advisers Act, or a person who is exempted under section 23 or 100 of that Act from holding a financial adviser’s licence, when dealing in capital markets products that are specified products other than OTC derivatives contracts by passing on an order to purchase or sell any specified product (other than an OTC derivatives contract) on behalf of a customer to whom the financial adviser or the person provides a financial advisory service mentioned in paragraph 1 or 2 of the Second Schedule to that Act (whether or not the customer relies on the advice given as part of the financial advisory service) to —(i) | a holder of a capital markets services licence for dealing in capital markets products that are specified products other than OTC derivatives contracts; or | (ii) | a person exempted under section 99(1)(a) or (b) of the Act, who carries on business in dealing in capital markets products that are specified products other than OTC derivatives contracts;”; |
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(zh) | by deleting the word “is” in paragraph 2(k)(iii) and substituting the word “are”; |
(zi) | by deleting the words “dealing in securities” in paragraph 2(k) and substituting the words “dealing in capital markets products”; |
(zj) | by deleting the words “underlying securities” in paragraph 2(k)(A) and substituting the words “underlying capital markets products”; |
(zk) | by deleting sub‑paragraphs (BA) to (BD) of paragraph 2(k)(B) and substituting the following sub‑paragraphs:“(BA) | the holder of a capital markets services licence to deal in capital markets products that are securities, units in a collective investment scheme or specified exchange‑traded derivatives contracts; | (BB) | an exempt person in respect of dealing in capital markets products that are units of any collective investment scheme;”; |
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(zl) | by inserting, immediately after sub‑paragraph (k) of paragraph 2, the following sub‑paragraphs:“(l) | a person carrying on business in dealing in capital markets products that are units in a collective investment scheme for a customer who is —(i) | an institutional investor; | (ii) | a related corporation of the person; or | (iii) | a connected person of the person; |
| (m) | a corporation that carries on business in fund management, when dealing in capital markets products that are units of a collective investment scheme that is managed by the corporation or any of its related corporations; | (n) | a person carrying on business in dealing in capital markets products that are units in a collective investment scheme —(i) | the property of which does not include any capital markets products; and | (ii) | all of the participants of which are qualified investors.”; |
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(zm) | by renumbering paragraph 2 as sub‑paragraph (1) of that paragraph, and by inserting immediately thereafter the following sub‑paragraph:“(2) A person who is exempted under sub‑paragraph (1)(j) must —(a) | comply with regulations 39(3), 44, 46, 46A and 47 as if the person were a holder of a capital markets services licence; | (b) | before passing on any order on behalf of a customer —(i) | provide a written disclosure to the customer on the potential risks associated with the purchase or sale of the specified product; | (ii) | obtain the customer’s written acknowledgment of the written disclosure; and | (iii) | maintain a record of the written acknowledgment received from the customer in the English language; |
| (c) | where the person is licensed as a financial adviser under the Financial Advisers Act, or exempt from holding a financial adviser’s licence under section 23(1)(f) of that Act, and the person receives any customer’s money or property other than for services rendered by the person, hand over such money or property to —(i) | (where the specified products are units in a collective investment scheme) the manager or trustee of the collective investment scheme or any person who is authorised by the manager or the trustee of the collective investment scheme to receive client’s money or property on the manager’s or trustee’s behalf; | (ii) | a holder of a capital markets services licence to provide custodial services who is authorised by the customer to receive the customer’s money or property; or | (iii) | a person exempt under paragraph 6 of this Schedule from holding a capital markets services licence for providing custodial services who is authorised by the customer to receive the customer’s money or property, |
no later than the business day immediately following the day on which the person receives the money or property, or (with the customer’s prior written consent) any later day; and |
| (d) | where the person is licensed as a financial adviser under the Financial Advisers Act, or exempt from holding a financial adviser’s licence under section 23(1)(f) of that Act, not receive money in the form of cash or any cheque made payable to a person other than a person mentioned in sub‑paragraph (c)(i), (ii) or (iii), except where the money is paid for services rendered by the person or the person’s representative.”; |
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(zn) | by deleting the sub-heading “Trading in futures contracts” immediately above paragraph 3; |
(zo) | by deleting the words “trading in futures contracts” wherever they appear in paragraph 3 and substituting in each case the words “dealing in capital markets products that are futures contracts”; |
(zp) | by deleting the words “trade in futures contracts” in paragraph 3(c)(i) and in the heading of paragraph 3 and substituting in each case the words “deal in capital markets products that are futures contracts”; |
(zq) | by deleting the full‑stop at the end of sub‑paragraph (c) of paragraph 3 and substituting a semi‑colon, and by inserting immediately thereafter the following sub‑paragraphs:“(d) | a corporation which —(i) | has a place of business in Singapore (whether or not the corporation is formed, incorporated or existing in Singapore); | (ii) | carries on business in Singapore in dealing in capital markets products that are block futures contracts with accredited investors, expert investors, or institutional investors; | (iii) | does not carry any customer’s positions, margin or account in its books; | (iv) | does not accept money or assets from any customer as settlement of, margin for, as a guarantee for, or as security for, any block futures contract; | (v) | is not, whether as principal or agent, a party to any block futures contract; | (vi) | does not have the right to enter an order on any approved exchange or recognised market operator; | (vii) | does not have the right to clear or settle a trade on any approved clearing house or recognised clearing house; | (viii) | is a fit and proper person to carry on business in dealing in capital markets products that are block futures contracts; | (ix) | all the representatives of whom are fit and proper persons to carry on business in dealing in capital markets products that are block futures contracts; and | (x) | is not a holder of a capital markets services licence; |
| (e) | a corporation exempted under section 7(6) or (7) of the Act from the requirement under section 7(1) of the Act to be an approved exchange or a recognised market operator, whose dealing in capital markets products that are futures contracts is solely incidental to its operation of an organised market.”; |
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(zr) | by renumbering paragraph 3 as sub‑paragraph (1) of that paragraph, and by inserting immediately thereafter the following sub‑paragraphs:“(2) An individual otherwise exempted under sub‑paragraph (1)(a), (b) or (c), is not exempted or ceases to be exempted if the individual —(a) | is or becomes a representative or employee of the holder of a capital markets services licence to deal in capital markets products that are futures contracts; | (b) | is or becomes an undischarged bankrupt whether in Singapore or elsewhere; or | (c) | has been convicted of, or is convicted of, a relevant offence. |
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(3) A corporation otherwise exempted under sub‑paragraph (1)(d) is not exempted or ceases to be exempted if —(a) | the corporation ceases to meet the conditions specified in sub‑paragraph (1)(d); | (b) | the corporation or its substantial shareholder is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; | (c) | execution against the corporation or its substantial shareholder in respect of a judgment debt has been returned unsatisfied in whole or in part; | (d) | a receiver, a receiver and manager, a judicial manager or such other person having the powers and duties of a receiver, receiver and manager or judicial manager, has been appointed whether in Singapore or elsewhere in relation to, or in respect of, any property of the corporation or its substantial shareholder; | (e) | the corporation or its substantial shareholder has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with its creditors, being a compromise or scheme of arrangement that is still in operation; | (f) | the corporation or its substantial shareholder has been convicted of, or is convicted of, a relevant offence; | (g) | the corporation is not able to pay its debts in full as they fall due; | (h) | the value of the corporation’s assets are less than the value of the corporation’s liabilities (including contingent liabilities); | (i) | the corporation is granted a capital markets services licence in respect of any regulated activity; or | (j) | the corporation does not carry on business in dealing in capital markets products that are block futures contracts for a continuous period of 6 months. |
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(4) A corporation which is exempted under sub‑paragraph (1)(d) must —(a) | take reasonable measures to verify that its customers, on whose behalf it carries on business in dealing in capital markets products that are block futures contracts, are accredited investors, expert investors or institutional investors; | (b) | ensure that proper records are kept of any document evidencing the status of its customers; | (c) | lodge with the Authority —(i) | where the corporation commences a business in dealing in capital markets products that are block futures contracts on or after 8 October 2018, a notice of commencement of business in Form 30 not later than 14 days after the commencement of the business; | (ii) | where immediately before 8 October 2018, the corporation carries on business in dealing in block futures contracts, a notice of commencement of business in Form 30 not later than 8 October 2020; | (iii) | a notice of change in particulars in Form 31 providing any change in particulars provided in the notice under sub‑paragraph (i) or (ii), not later than 14 days after the date of the change; | (iv) | a notice of cessation of business in Form 32 not later than 14 days after the cessation of its business in dealing in capital markets products that are block futures contracts; and | (v) | an annual declaration in Form 33 within 14 days after the end of each of its financial years; |
| (d) | immediately notify the Authority if —(i) | the corporation no longer meets any of the requirements mentioned in sub‑paragraph (1)(d); | (ii) | the corporation is not able to pay its debts in full as they fall due; or | (iii) | the value of the corporation’s assets are less than the value of the corporation’s liabilities (including contingent liabilities); |
| (e) | in respect of each financial year —(i) | prepare a true and fair profit and loss account and a balance‑sheet made up to the last day of the financial year; and | (ii) | lodge with the Authority, within 5 months after the end of the financial year or such later date allowed by the Authority, that account and balance‑sheet, together with a certification from its auditor that —(A) | the corporation meets the conditions specified in sub‑paragraph (1)(d); | (B) | is able to pay its debts in full as they fall due; and | (C) | the value of the corporation’s assets are not less than the value of the corporation’s liabilities (including contingent liabilities); |
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| (f) | provide the Authority with all information that the Authority may reasonably require concerning the corporation’s business of dealing in capital markets products that are block futures contracts; and | (g) | employ at least 2 persons in Singapore, each of whom has at least 5 years’ experience that is relevant to its business of dealing in capital markets products that are block futures contracts.”; |
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(zs) | by inserting, immediately after paragraph 3, the following paragraph:“Exemption from requirement to hold capital markets services licence to deal in capital markets products that are OTC derivatives contracts |
3A.—(1) The following persons are exempt from the requirement to hold a capital markets services licence to carry on business in dealing in capital markets products that are OTC derivatives contracts, subject to the conditions and restrictions specified:(a) | a person who carries on business in dealing in capital markets products that are OTC derivatives contracts —(i) | for —(A) | his own account; or | (B) | an account belonging to and maintained wholly for the benefit of a related corporation; and |
| (ii) | with —(A) | a related corporation; | (B) | a holder of a capital markets services licence to deal in capital markets products that are OTC derivatives contracts; | (C) | a bank licensed under the Banking Act; | (D) | a merchant bank approved as a financial institution under the Monetary Authority of Singapore Act; | (E) | a bank licensed, registered, approved or otherwise regulated under the laws of a jurisdiction outside Singapore to conduct banking business; or | (F) | a corporation or firm licensed or registered to carry on business in dealing in capital markets products that are OTC derivatives contracts under the laws of a jurisdiction outside Singapore; and |
| (iii) | in the case of dealing in capital markets products that are OTC derivatives contracts with persons mentioned in sub‑paragraph (ii)(B) to (F), does not receive a spread or other remuneration (including any incentive, benefit or reward, whether monetary or otherwise) in connection with such dealing; |
| (b) | a person who carries on business in dealing in capital markets products that are OTC derivatives contracts of which the underlying thing is a commodity, with accredited investors, expert investors, or institutional investors only; | (c) | a person whose dealing in capital markets products that are OTC derivatives contracts is solely incidental to his carrying on business in fund management; | (d) | a corporation which —(i) | has a place of business in Singapore (whether or not the corporation is formed, incorporated or existing in Singapore); | (ii) | only carries on business in Singapore in dealing in capital markets products that are OTC derivatives contracts with accredited investors, expert investors, or institutional investors; | (iii) | does not carry any customer’s positions, margin or account in its books; | (iv) | does not accept money or assets from any customer as settlement of, margin for, as a guarantee for, or as security for, any OTC derivatives contract; | (v) | is not, whether as principal or agent, a party to any OTC derivatives contract; | (vi) | does not have the right to enter an order on any approved exchange or recognised market operator; | (vii) | does not have the right to clear or settle a trade on any approved clearing house or recognised clearing house; | (viii) | is a fit and proper person to carry on business in dealing in capital markets products that are OTC derivatives contract; | (ix) | all the representatives of whom are fit and proper persons to carry on business in dealing in capital markets products that are OTC derivatives contract; and | (x) | is not a holder of a capital markets services licence; |
| (e) | an approved global trading company which carries on business in dealing in capital markets products that are OTC derivatives contracts of which every underlying thing is a commodity; | (f) | a corporation which —(i) | enters any OTC derivatives contract on behalf of a customer as nominee; | (ii) | has no interest in the OTC derivatives contract other than as a bare trustee; and | (iii) | is a wholly-owned subsidiary of — (A) | a holder of a capital markets services licence to deal in capital markets products that are OTC derivatives contracts; | (B) | a bank licensed under the Banking Act; | (C) | a merchant bank approved as a financial institution under the Monetary Authority of Singapore Act; | (D) | a finance company licensed under the Finance Companies Act; | (E) | an approved exchange; | (F) | an approved holding company; or | (G) | an approved clearing house; |
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| (g) | a trustee of a qualified arrangement in respect of OTC derivatives contracts, whose dealing in capital markets products that are OTC derivatives contracts is solely incidental to its management and administration of such arrangement; | (h) | a corporation exempted from section 7(1) of the Act under section 7(6) or (7) of the Act, whose dealing in capital markets products that are OTC derivatives contracts is solely incidental to its operation of an organised market. |
(2) An individual otherwise exempted under sub‑paragraph (1)(a), (b), (c) or (g) is not, or ceases to be, exempted if the individual —(a) | is or becomes a representative or employee of the holder of a capital markets services licence to deal in capital markets products that are OTC derivatives contracts; | (b) | is or becomes an undischarged bankrupt whether in Singapore or elsewhere; or | (c) | has been convicted of, or is convicted of, a relevant offence. |
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(3) A corporation otherwise exempted under sub‑paragraph (1)(d) is not, or ceases to be, exempted if —(a) | the corporation ceases to meet the conditions specified in sub-paragraph (1)(d); | (b) | the corporation or its substantial shareholder is in the course of being wound up or otherwise dissolved, whether in Singapore or elsewhere; | (c) | execution against the corporation or its substantial shareholder in respect of a judgment debt has been returned unsatisfied in whole or in part; | (d) | a receiver, a receiver and manager, a judicial manager or such other person having the powers and duties of a receiver, receiver and manager or judicial manager, has been appointed whether in Singapore or elsewhere in relation to, or in respect of, any property of the corporation or its substantial shareholder; | (e) | the corporation or its substantial shareholder has, whether in Singapore or elsewhere, entered into a compromise or scheme of arrangement with its creditors, being a compromise or scheme of arrangement that is still in operation; | (f) | the corporation or its substantial shareholder has been convicted of, or is convicted of, a relevant offence; | (g) | the corporation is not able to pay its debts in full as they fall due; | (h) | the value of the corporation’s assets is less than the value of the corporation’s liabilities (including contingent liabilities); | (i) | the corporation is granted a capital markets services licence in respect of any regulated activity; or | (j) | the corporation does not carry on business in dealing in capital markets products that are OTC derivatives contract for a continuous period of 6 months. |
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(4) A corporation which is exempted under sub‑paragraph (1)(d) must —(a) | take reasonable measures to verify that its customers, on whose behalf it carries on business in dealing in capital markets products that are OTC derivatives contracts, are accredited investors, expert investors, or institutional investors only; | (b) | ensure that proper records are kept of any document evidencing the status of its customers; | (c) | lodge with the Authority —(i) | where the corporation commences a business in dealing in capital markets products that are OTC derivatives contracts on or after 8 October 2018, a notice of commencement of business in Form 30 not later than 14 days after the commencement of the business; | (ii) | where, immediately before 8 October 2018, the corporation carries on business in dealing in OTC derivatives contracts, a notice of commencement of business in Form 30 not later than 8 October 2020; | (iii) | a notice of change in particulars in Form 31 providing any change in particulars provided in the notice under sub‑paragraph (i) or (ii), not later than 14 days after the date of the change; | (iv) | a notice of cessation of business in Form 32 not later than 14 days after the cessation of its business in dealing in capital markets products that are OTC derivatives contracts; | (v) | an annual declaration in Form 33 within 14 days after the end of each of its financial years; |
| (d) | immediately notify the Authority if —(i) | the corporation no longer meets any of the requirements mentioned in sub‑paragraph (1)(d); | (ii) | the corporation is not able to pay its debts in full as they fall due; or | (iii) | the value of the corporation’s assets are less than the value of the corporation’s liabilities (including contingent liabilities); |
| (e) | in respect of each financial year —(i) | prepare a true and fair profit and loss account and a balance‑sheet made up to the last day of the financial year; and | (ii) | lodge with the Authority, within 5 months after the end of the financial year or such later date allowed by the Authority, that account and balance‑sheet, together with a certification from its auditor that —(A) | the corporation meets the conditions mentioned in sub‑paragraph (1)(d); | (B) | is able to pay its debts in full as they fall due; and | (C) | the value of the corporation’s assets are not less than the value of the corporation’s liabilities (including contingent liabilities); |
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| (f) | provide the Authority with all information that the Authority may reasonably require concerning the corporation’s business of dealing in capital markets products that are OTC derivatives contracts; and | (g) | employ at least 2 persons in Singapore, each of whom has at least 5 years’ experience that is relevant to its business of dealing in capital markets products that are OTC derivatives contracts. |
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(5) A corporation which is exempted under sub‑paragraph (1)(b) or (e) must provide the Authority with all information that the Authority may reasonably require concerning the corporation’s business of dealing in capital markets products that are OTC derivatives contracts.”; |
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(zt) | by deleting the sub-heading “Leveraged Foreign Exchange Trading” immediately above paragraph 4; |
(zu) | by deleting the words “carry out leveraged foreign exchange trading” in paragraph 4(3)(a) and in the heading of paragraph 4 and substituting in each case the words “deal in capital markets products that are spot foreign exchange contracts for the purposes of leveraged foreign exchange trading”; |
(zv) | by deleting the words “leveraged foreign exchange trading” wherever they appear in paragraph 4(1) and (2) and substituting in each case the words “dealing in capital markets products that are spot foreign exchange contracts for the purposes of leveraged foreign exchange trading”; |
(zw) | by deleting the sub-heading “Fund Management” immediately above paragraph 5; |
(zx) | by deleting the words “securities, positions in futures contracts, or foreign exchange arising from foreign exchange trading or leveraged foreign exchange trading” in paragraph 5(1)(b) and (c) and substituting in each case the words “capital markets products or spot foreign exchange contracts”; |
(zy) | by deleting the words “trade in futures contracts” in paragraph 5(1)(e) and substituting the words “deal in capital markets products that are futures contracts”; |
(zz) | by deleting sub‑paragraph (i) of paragraph 5(1)(g) and substituting the following sub‑paragraph:“(i) | who is —(A) | licensed under the Financial Advisers Act in respect of the provision of the financial advisory services specified in paragraph 1 of the Second Schedule to the Act; | (B) | exempted under section 23 of the Financial Advisers Act; or | (C) | exempted under section 100 of the Financial Advisers Act from section 6 of that Act in respect of the provision of the financial advisory services specified in paragraph 1 of the Second Schedule to that Act; and”; |
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(zza) | by inserting, immediately after the words “collective investment schemes” in paragraph 5(1)(g)(ii), the words “, whether or not the person relies on the financial adviser’s advice”; |
(zzb) | by deleting the words “, all of which are not listed on a securities exchange” in paragraph 5(1)(g)(A); |
(zzc) | by deleting sub‑paragraph (B) of paragraph 5(1)(g) and substituting the following sub‑paragraphs:“(B) | in carrying on business in fund management for or on behalf of the client, the financial adviser obtains the prior approval of the client in respect of every transaction entered into for or on behalf of the client, other than a transaction for the purpose of periodically rebalancing the units of a client’s portfolio; | (BA) | in carrying on business in fund management for or on behalf of the client and in respect of transactions for the purpose of periodically rebalancing the units of a client’s portfolio, the financial adviser —(AA) | has provided information to the client in accordance with sub‑paragraph (1A); | (BB) | has obtained the written approval of the client to periodically enter into transactions for the purpose of periodically rebalancing the units of the client’s portfolio in accordance with the information provided under sub‑paragraph (AA); | (CC) | prior to each transaction for the purpose of periodically rebalancing the units of a client’s portfolio, notifies the client in writing of the financial adviser’s intention to enter into that transaction; and | (DD) | enters only into transactions to which the client’s most recent written approval obtained under sub‑paragraph (BB) relates; |
| (BC) | the financial adviser only receives the client’s money or property in respect of transactions entered into and services rendered by the financial adviser that have been approved by the client in accordance with sub‑paragraph (B) or (BA); and”; |
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(zzd) | by inserting, immediately after the words “collective investment scheme” in paragraph 5(1)(g)(C)(CA), the words “, or any person who is authorised by the manager or trustee of the collective investment scheme to receive a customer’s money or property on its behalf”; |
(zze) | by deleting the words “for securities” in paragraph 5(1)(g)(C)(CB) and (CC); |
(zzf) | by deleting the words “the Act” in paragraph 5(1)(g)(C)(CC) and substituting the words “paragraph 6”; |
(zzg) | by deleting the full-stop at the end of sub‑paragraph (i) of paragraph 5(1) and substituting a semi‑colon, and by inserting immediately thereafter the following sub‑paragraphs:“(j) | a person who carries on business in fund management in Singapore by managing the property of, or operating, a collective investment scheme —(i) | the property of which does not include any capital markets products; and | (ii) | all of the participants of which are qualified investors; |
| (k) | a person who carries on business in fund management in Singapore by managing the property of, or operating, a collective investment scheme —(i) | the property of which does not include any capital markets products; and | (ii) | the units of which are not the subject of any offer or invitation for subscription or purchase on or after 8 October 2018.”; |
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(zzh) | by inserting, immediately after sub‑paragraph (1) of paragraph 5, the following sub‑paragraph:“(1A) For the purposes of paragraph 5(1)(g)(BA)(AA), the financial adviser has provided information in accordance with this paragraph if —(a) | the financial adviser has provided to the client the following information at any time before the transaction:(i) | the scope of activities to be undertaken by the financial adviser in connection with periodically rebalancing the units of the client’s portfolio; | (ii) | the fees payable to the financial adviser in connection with periodically rebalancing the units of the client’s portfolio; | (iii) | the frequency with which the financial adviser will periodically rebalance the units of the client’s portfolio; | (iv) | the methodology of the financial adviser in periodically rebalancing the units of the client’s portfolio; | (v) | any other material terms and conditions under which the financial adviser will periodically rebalance the units of the client’s portfolio; and |
| (b) | the information provided under sub‑paragraph (a) remains correct as at the date of the transaction.”; |
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(zzi) | by deleting the words “or (i)” in paragraph 5(2)(a) and substituting the words “, (i) or (j)”; |
(zzj) | by deleting sub‑paragraph (i) of paragraph 5(2)(c); |
(zzk) | by inserting, immediately after the words “closed‑end fund” in paragraph 5(3)(a)(ii) and (iv) and (c), the words “, or an arrangement mentioned in paragraph (aa) of the definition of “closed‑end fund” in section 2(1) of the Act,”; |
(zzl) | by deleting the sub-heading “Custodial Services for Securities” immediately above paragraph 6; |
(zzm) | by deleting the words “for securities” in paragraph 6(1) and in the heading of paragraph 6; |
(zzn) | by deleting the word “securities” in paragraph 6(1)(a) and substituting the words “specified products”; |
(zzo) | by deleting the sub-heading “Advising on Corporate Finance” immediately above paragraph 7; |
(zzp) | by deleting the word “securities” in paragraph 7(1)(a)(i), (b)(i), (c)(i) and (d) and substituting in each case the words “specified products”; |
(zzq) | by deleting the words “a securities exchange” in paragraph 7(1)(a)(ii)(B) and (C), (b)(ii)(B) and (C) and (c)(ii)(B) and (C) and substituting in each case the words “an approved exchange”; |
(zzr) | by inserting, immediately after the words “accredited investors” wherever they appear in paragraph 7(1)(a)(ii), (b), (c)(ii) and (5)(a), the words “, expert investors or institutional investors”; |
(zzs) | by inserting, immediately after the words “accredited investor” wherever they appear in paragraph 7(1)(b)(i) and (ii), the words “, expert investor or institutional investor”; |
(zzt) | by deleting the words “or (c)” in paragraph 7(2) and substituting the words “, (c) or (d)”; |
(zzu) | by deleting the sub-heading “Other Exemptions” immediately above paragraph 8; |
(zzv) | by deleting the words “dealing in securities” wherever they appear in paragraph 8(1) and (4) and substituting in each case the words “dealing in capital markets products that are securities, units in a collective investment scheme or specified exchange‑traded derivatives contracts”; |
(zzw) | by deleting the words “a securities exchange or” in paragraph 8(1)(a) and (4)(a) and substituting in each case the words “an approved exchange or a”; |
(zzx) | by deleting the words “trading in futures contract” in paragraph 8(2) and (5) and substituting in each case the words “dealing in capital markets products that are futures contracts”; |
(zzy) | by deleting the words “regulated activities” in paragraph 8(2) and substituting the words “that regulated activity”; |
(zzz) | by deleting the words “leveraged foreign exchange trading” wherever they appear in paragraph 8(3) and (6) and substituting in each case the words “dealing in capital markets products that are spot foreign exchange contracts for the purposes of leveraged foreign exchange trading”; |
(zzza) | by deleting the words “securities, trading in futures contract or leveraged foreign exchange trading” in paragraph 8(7)(a) and (b) and substituting in each case the words “capital markets products”; |
(zzzb) | by deleting the words “securities financing” in paragraph 8(8) and substituting the words “product financing”; |
(zzzc) | by deleting the words “for securities” in paragraph 8(8); and |
(zzzd) | by deleting the words “exchange holding company” wherever they appear in paragraph 9 (including the paragraph heading) and substituting in each case the words “approved holding company”. |