MAS Regulatory Assessment

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Questions and Answers

A novel financial instrument, designed for high-frequency trading, is under review. Which regulatory concern articulated within the MAS Act 1970 would take precedence in assessing its viability?

  • Verifying the instrument's compatibility with the national postal service infrastructure.
  • Evaluating potential impacts on sustained non-inflationary economic growth and financial stability. (correct)
  • Confirming the instrument's adherence to guidelines established by international philatelic societies.
  • Ensuring the instrument's alignment with Singapore's international treaties on trade tariffs.

An Approved Clearing House (ACH) proposes a modification to its risk management framework involving a novel application of distributed ledger technology. Under which specific legislation would MAS primarily exercise its oversight?

  • The Public Libraries Act.
  • The National Parks Board Act.
  • Securities and Futures (Clearing Facilities) Regulations. (correct)
  • The Prevention of Electronic Document Forgery Act.

A capital markets services licensee seeks to implement an innovative algorithm for automated trading that leverages artificial intelligence. What specific regulatory provision would MAS likely invoke to ensure adequate investor protection and market integrity?

  • SFR(LCB) regulations concerning conduct of business. (correct)
  • Guidelines from the Ministry of Social and Family Development on ethical AI implementation.
  • Recommendations from the National Arts Council regarding creative algorithmic expression.
  • The stipulations outlined within the Singapore Civil Defence Force's emergency preparedness protocols.

In anticipation of potential systemic risks arising from increased interconnectivity among financial institutions, MAS aims to enhance its integrated supervision capabilities. Which legislative act empowers MAS to conduct financial stability surveillance effectively?

<p>The MAS Act 1970. (B)</p> Signup and view all the answers

A foreign financial entity seeks to establish a new securities exchange in Singapore specializing in digital assets. Beyond the SFA, which complementary regulation would MAS likely emphasize to govern the exchange's operational and technological resilience?

<p>Securities and Futures (Corporate Governance of Approved Exchanges, Approved Clearing Houses and Approved Holding Companies) Regulations. (A)</p> Signup and view all the answers

Given MAS's broad mandate, how does it balance its role as the central bank with its responsibility for developing Singapore as an international financial center, particularly when monetary policy objectives potentially conflict with internationalization goals?

<p>Through a dynamic and adaptive policy framework that seeks to harmonize monetary stability with international competitiveness, leveraging regulatory sandboxes and targeted incentives. (D)</p> Signup and view all the answers

How does MAS ensure the effectiveness and adaptability of the SFA in the face of rapidly evolving capital markets and emerging FinTech innovations, while maintaining a balance between fostering innovation and mitigating potential risks to market integrity?

<p>Through continuous monitoring, regular stakeholder consultations, and iterative revisions to the SFA and its subsidiary regulations, coupled with the implementation of regulatory technology (RegTech) solutions. (A)</p> Signup and view all the answers

Considering the integrated supervisory approach of MAS, how would it address a scenario where a Capital Markets Services (CMS) licensee is found to be in violation of both the SFA and the Financial Services and Markets Act (FSMA) 2022, specifically concerning anti-money laundering deficiencies identified during a routine inspection?

<p>MAS would leverage its powers under both the SFA and the FSMA 2022 to pursue a coordinated enforcement action, potentially imposing sanctions, revoking licenses, and requiring remediation measures to address the identified deficiencies holistically. (B)</p> Signup and view all the answers

A sponsor identifies a potential conflict of interest during a listing application. Which course of action aligns with SGX-ST's expectations regarding professional conduct?

<p>Immediately terminate the sponsorship engagement to ensure complete independence, documenting the reasons for termination and informing SGX-ST. (C)</p> Signup and view all the answers

A sponsor discovers a material misstatement in a listing applicant's financial projections just before submission to SGX-ST. What represents the MOST appropriate course of action?

<p>Immediately notify SGX-ST of the misstatement before submission and withdraw from the application if the applicant is unwilling to rectify the projections. (B)</p> Signup and view all the answers

During continuing sponsorship, a company demonstrates persistent unwillingness to adhere to corporate governance standards prescribed by SGX-ST. What should the sponsor do?

<p>Formally notify the company of the governance deficiencies, establish a remediation plan, and escalate the issue to SGX-ST if non-compliance persists. (B)</p> Signup and view all the answers

A registered professional within a sponsoring firm is found to have personal investments in a listing applicant's competitor without disclosure. What disciplinary action does SGX-ST take?

<p>Suspension from carrying out sponsorship activities for a defined period, potentially with public announcement, depending on impact. (C)</p> Signup and view all the answers

A sponsor discovers that a listed company has entered into related party transactions that were not previously disclosed and are not on arm's length terms. What should be the sponsor's MOST immediate action?

<p>Immediately report the undisclosed transactions to SGX-ST and demand the company make a public announcement detailing the transactions. (D)</p> Signup and view all the answers

In assessing a sponsor's due diligence standards, which of the following factors would SGX-ST consider MOST critical to a sponsor’s assessment process?

<p>The sponsor’s documented procedures for identifying and addressing potential conflicts of interest of companies. (D)</p> Signup and view all the answers

A sponsor is reviewing a potential listing applicant in a highly specialized technology sector. The sponsor lacks specific expertise in this technology. According to SGX guidelines, what action is MOST appropriate?

<p>Engage a specialist consultant to provide expert advice, while retaining overall management and responsibility for the listing application. (C)</p> Signup and view all the answers

Following a public reprimand for a rule violation, a registered professional is required to attend an educational program. What specific outcome would SGX-ST expect from such a program?

<p>The registered professional should demonstrate a thorough understanding of the specific rule violated and its implications for future conduct. (D)</p> Signup and view all the answers

Assuming a high-frequency trading firm executes a large volume of securities transactions daily, what would be the MOST significant benefit of SGX's Intra-day Settlement Run implemented in 2021?

<p>Minimizing counterparty risk through earlier settlement, thereby reducing potential losses from default during the trading day. (D)</p> Signup and view all the answers

If an investor fails to link their trading account with an SGX-ST member to their direct securities account with CDP, what is the MOST probable consequence regarding their trading activities?

<p>Settlement instructions from the SGX-ST member may not be executed by CDP, potentially leading to trade failures and regulatory penalties. (A)</p> Signup and view all the answers

In the context of securities settlement, what is the MOST critical distinction between Delivery-versus-Payment (DVP) and Free-of-Payment (FOP) transactions?

<p>DVP transactions guarantee simultaneous transfer of cash and securities, while FOP transactions do not have this guarantee. (D)</p> Signup and view all the answers

Consider a scenario where a discrepancy arises between the settlement instructions submitted by a depository agent and an SGX-ST member through the Pre-Settlement Matching Service (PSMS). What is the MOST likely immediate outcome?

<p>The PSMS will flag the discrepancy, halting the settlement process until the parties reconcile the details. (A)</p> Signup and view all the answers

A brokerage firm is experiencing frequent reconciliation issues with their settlement counterparties, leading to increased operational costs and potential regulatory scrutiny. How could the implementation of SGX's Pre-Settlement Matching Service (PSMS) BEST address these challenges?

<p>By automating the pre-settlement matching process, reducing manual errors and delays associated with traditional methods. (C)</p> Signup and view all the answers

An algorithmic trading firm seeks to minimize settlement risk associated with its high-volume, intra-day transactions. Which combination of SGX initiatives/services would be MOST effective in achieving this objective?

<p>Utilizing the Pre-Settlement Matching Service (PSMS) in conjunction with Delivery-versus-Payment (DVP) settlement. (B)</p> Signup and view all the answers

How does the linkage between an investor’s trading account (with an SGX-ST member) and their direct securities account (with CDP) functionally operate as a standing instruction?

<p>It authorizes CDP to act solely on the SGX-ST member's instructions to debit and credit securities based on executed trades. (C)</p> Signup and view all the answers

Given increasing regulatory pressure to enhance transparency and reduce systemic risk in securities clearing, which of the following represents the MOST significant contribution of Singapore's Pre-Settlement Matching Service (PSMS) to aligning local practices with global market standards?

<p>Establishing a straight-through-processing (STP) environment that automates pre-settlement matching and minimizes manual intervention. (D)</p> Signup and view all the answers

A mining, oil, and gas (MOG) company seeking to list on the SGX Mainboard, but unable to meet standard quantitative requirements, may list if it satisfies specific conditions. Which of the following scenarios, considered in isolation, would preclude a MOG company from leveraging the alternative listing pathway based on market capitalization?

<p>The company's independent qualified person's report substantiates a meaningful portfolio of reserves, but the company's working capital projections only cover 15 months post-listing. (C)</p> Signup and view all the answers

A Real Estate Investment Trust (REIT) with a market capitalization exceeding S$300 million seeks to list on the SGX Mainboard. While it lacks historical financial information, it projects immediate operating revenue upon listing. Which of the following actions would be MOST critical to ensure compliance with SGX listing requirements?

<p>Demonstrating, with verifiable evidence, the capacity to generate operating revenue immediately upon listing. (A)</p> Signup and view all the answers

An investment holding company (IHC) with diverse subsidiaries, including a mining operation, is seeking to list on the SGX Mainboard. The mining subsidiary holds substantial reserves, but the IHC's overall financial position reflects negative cash flow due to investments in nascent technology ventures. Assuming the IHC meets the minimum market capitalization threshold, what strategic action is MOST critical to improve its chances of successful listing?

<p>Implementing rigorous cost-cutting measures across all subsidiaries to achieve positive consolidated cash flow before listing. (C)</p> Signup and view all the answers

A technology firm applies for listing on the SGX Mainboard, claiming an imminent breakthrough product launch will generate substantial revenue. While pre-launch orders are strong, independent analysis suggests significant uncertainty surrounding the product's manufacturability at scale. If the firm otherwise meets quantitative requirements, what additional disclosure obligations are MOST pertinent to protect potential investors?

<p>A sensitivity analysis projecting revenue impact under various manufacturing yield scenarios, accompanied by a qualified independent expert's assessment of these scenarios. (A)</p> Signup and view all the answers

A director of a company applying for listing on the SGX Mainboard holds a significant portion of their personal wealth in a privately held company that is a minor supplier to the listing applicant. While the transactions are at arm's length and represent a small fraction of both companies' revenues, what corporate governance consideration should the SGX MOST likely scrutinize?

<p>Whether the director's shareholding in the supplier company creates a potential conflict of interest, irrespective of the materiality of the transactions. (D)</p> Signup and view all the answers

A business trust (BT) seeking an SGX Mainboard listing controls a geographically diversified portfolio of infrastructure assets, some of which are subject to regulatory disputes in emerging markets. While the BT asserts these disputes are unlikely to materially impact its overall financial performance, which of the following actions would be MOST prudent to address potential investor concerns during the listing process?

<p>Obtain legal opinions from reputable international law firms assessing the likely outcome of each regulatory dispute and disclosing these opinions in the listing prospectus. (C)</p> Signup and view all the answers

A cleantech company aiming to list on the SGX Mainboard through a reverse takeover (RTO) of a dormant listed shell company faces challenges in demonstrating consistent profitability. The company anticipates significant revenue growth upon securing key government contracts, but these contracts are contingent on successful completion of pilot projects. What information should the company emphasize within the listing application to address investor concerns?

<p>Detailed projections of future revenue streams contingent on securing the government contracts, stress-tested under various project completion success rates. (B)</p> Signup and view all the answers

An agriculture technology company applies for listing, asserting it has developed a novel bio-engineered seed variety with significantly enhanced yields. While field trials conducted internally support this claim, independent verification is limited due to the proprietary nature of the technology. What constitutes the MOST appropriate disclosure strategy to mitigate potential risks of overstating projected yields?

<p>Disclosing limitations in independent verification and providing a detailed explanation of the internal field trial methodology, including statistical significance testing. (A)</p> Signup and view all the answers

A multinational corporation, already widely held by private equity, seeks a Mainboard listing on the SGX-ST without raising new capital. Considering regulatory stipulations and strategic objectives, which approach is most fitting, and what are the implications for documentation and public engagement?

<p>Direct listing via introduction, submitting an introductory document to SGX-ST, bypassing public comment due to the absence of a public offering, and satisfying Mainboard admission criteria through existing capitalization. (B)</p> Signup and view all the answers

A technology firm, incorporated offshore but deriving substantial revenue from Southeast Asia, plans an IPO on the SGX-ST Mainboard. It projects rapid growth but currently possesses a complex corporate structure involving multiple subsidiaries and intellectual property holding companies. What is the MOST critical factor for determining the firm's eligibility for listing?

<p>The firm's compliance with international accounting standards and its ability to provide a clear, consolidated financial picture despite its complex structure, substantiating either profit, market capitalization, or revenue criteria. (C)</p> Signup and view all the answers

An established energy company seeks to list on the SGX Mainboard. Its pre-tax profits have fluctuated significantly over the past three years due to volatile commodity prices, but it possesses substantial fixed assets and proven reserves. Despite not meeting the S$30 million profit threshold in the latest year, its market capitalization, based on independent valuation, exceeds S$350 million. Which listing pathway is MOST viable?

<p>The company can proceed with an IPO based on its market capitalization exceeding S$300 million, provided it demonstrates sufficient operating revenue in the latest completed financial year. (D)</p> Signup and view all the answers

A high-growth but pre-profit biotechnology firm with groundbreaking drug therapies seeks an IPO on the SGX Mainboard. The firm's future revenue projections are substantial, but it has yet to generate significant sales. Independent analysts project its market capitalization will exceed S$400 million post-IPO. Given the firm's unique profile, what strategic advice should be given regarding its listing eligibility?

<p>The firm should emphasize its projected market capitalization and potential for future revenue growth, ensuring it meets the S$300 million market capitalization threshold based on post-invitation issued share capital and demonstrates a credible path to profitability. (C)</p> Signup and view all the answers

A Singaporean company is considering listing on the SGX Mainboard. It satisfies the minimum profit criterion but has a complex ownership structure with several layers of holding companies incorporated in various jurisdictions. What specific due diligence aspect will MOST likely be scrutinized by the SGX-ST during the listing process?

<p>The transparency and justification for the multi-layered ownership structure, ensuring it does not obscure beneficial ownership or facilitate illicit financial activities, thereby meeting regulatory compliance standards. (C)</p> Signup and view all the answers

An investment fund is assessing the viability of taking a privately held manufacturing firm public via an IPO on the SGX Mainboard. The firm has a strong track record with consistent profitability, but its fixed assets are aging and require significant capital expenditure in the next three years. How does this impending capital expenditure MOST directly impact the fund's assessment of the IPO?

<p>It requires a detailed disclosure in the prospectus outlining the planned expenditure, its impact on future profitability, and the source of funding, potentially affecting investor confidence and valuation. (B)</p> Signup and view all the answers

A fintech company, already operating successfully in multiple Southeast Asian markets, intends to list on the SGX Mainboard. It has generated substantial revenue but has not yet achieved consistent profitability due to ongoing investments in technology and market expansion. The company believes its innovative platform justifies a high valuation based on future earnings projections, and it seeks to emphasize its growth potential to investors. Which strategy is MOST appropriate for securing a successful IPO?

<p>Develop a compelling narrative that emphasizes the company's disruptive technology, market leadership, and long-term growth potential, supported by credible third-party validation, while transparently disclosing the path to profitability. (D)</p> Signup and view all the answers

An established real estate investment trust (REIT) listed on another exchange is contemplating a secondary listing on the SGX Mainboard. The REIT's existing portfolio comprises high-value commercial properties in major global cities, and it aims to diversify its investor base and increase its trading liquidity. Which factor is MOST critical in determining the success of this secondary listing?

<p>The alignment of the REIT's governance structure and reporting standards with SGX-ST requirements, ensuring transparency and investor protection. (B)</p> Signup and view all the answers

A custodian providing services to institutional clients discovers discrepancies in the settlement of capital markets products traced back to a systemic failure in their record-keeping process. Given their roles as the interface between clients and exchanges, and assuming the custodian does not provide product financing, what is the MOST IMMEDIATE regulatory consequence they might face, considering the necessity of a CMS license for custodial services?

<p>A formal directive from MAS requiring an independent audit of their custodial processes, submission of a remediation plan within a strict deadline, and mandatory retraining of relevant personnel, with ongoing monitoring to ensure compliance. (A)</p> Signup and view all the answers

An overseas-based remote trading member of SGX, incorporated in Switzerland, engages in proprietary trading of Singaporean equities. They are found to have inadequate systems for monitoring and preventing market manipulation, despite being exempt from holding a CMS license. Which of the following actions is MAS MOST likely to take, assuming the member's activities have a significant impact on market integrity?

<p>Imposition of a substantial fine proportionate to the trading volume and potential profits derived from the manipulative activities, coupled with a directive to implement specific enhanced surveillance measures dictated by MAS. (D)</p> Signup and view all the answers

A finance company, licensed under the Finance Companies Act 1967, provides custodial services incidental to its financing activities. It seeks to expand its custodial services to include a broader range of capital market products and offer these services to non-financing clients. What is the MOST accurate assessment of their regulatory obligations under the Securities and Futures Act (SFA)?

<p>The finance company must apply for a CMS license for providing custodial services, as its current license under the Finance Companies Act only covers custodial services incidental to financing activities; expanding beyond this scope requires compliance with the SFA. (B)</p> Signup and view all the answers

Consider a scenario where a custodian, licensed under the SFA, outsources a critical component of its custodial operations – specifically, the reconciliation of securities positions – to a third-party service provider located in a jurisdiction with weaker regulatory oversight. If errors in reconciliation lead to discrepancies in client accounts, what is the MOST PROBABLE outcome concerning the custodian's responsibility?

<p>The custodian is primarily liable, but may mitigate its culpability by demonstrating that it conducted thorough due diligence on the third-party service provider and has robust monitoring mechanisms in place to detect and rectify errors promptly. (B)</p> Signup and view all the answers

An algorithmic trading firm, operating as a remote member on SGX, executes a series of high-frequency trades that inadvertently destabilize a specific equity, causing a flash crash. The firm's algorithms were designed to exploit minute price discrepancies across exchanges but lacked adequate safeguards against extreme market volatility. How would MAS MOST likely assess the firm's culpability, considering its remote member status and the absence of explicit intent to manipulate the market?

<p>MAS would likely impose strict penalties, including substantial fines and potential suspension from trading on SGX, emphasizing the firm's responsibility to ensure its algorithms do not contribute to market instability, regardless of intent. (B)</p> Signup and view all the answers

Consider a sophisticated investor who leverages product financing from a custodian to increase their position in a volatile derivative. The custodian fails to adequately disclose the risks associated with the financing arrangement, and the investor subsequently incurs substantial losses due to unforeseen market movements. Which of the following legal remedies is MOST likely available to the investor against the custodian, assuming a breach of regulatory requirements?

<p>A claim for misrepresentation or omission, asserting that the custodian failed to provide adequate disclosure about the risks associated with the product financing arrangement, potentially leading to rescission of the agreement and recovery of losses. (A)</p> Signup and view all the answers

A foreign bank, operating as a remote clearing member of SGX, clears transactions for a Singapore-based trading firm. The foreign bank's home jurisdiction has significantly weaker anti-money laundering (AML) regulations compared to Singapore. If the trading firm is found to be engaged in money laundering activities through its SGX transactions, what is the MOST PROBABLE regulatory implication for the remote clearing member?

<p>MAS would likely impose enhanced due diligence requirements on the foreign bank's clearing activities for Singapore-based clients and mandate independent audits of its AML compliance program, while coordinating with regulators in the bank's home jurisdiction. (A)</p> Signup and view all the answers

A high-net-worth individual utilizes specified products lending services from a CMS-licensed entity to engage in short selling of a particular stock. The individual fails to return the borrowed securities, leading to a default and significant losses for the lending entity. Furthermore, it is discovered that the individual misrepresented their financial capacity during the application for the lending facility. What is the MOST APPROPRIATE course of action for the CMS-licensed entity?

<p>Initiate legal proceedings against the individual to recover the borrowed securities and associated losses, while simultaneously reporting the misrepresentation to the relevant authorities for potential criminal investigation. (B)</p> Signup and view all the answers

Flashcards

Custodial Services Providers

Entities that hold a CMS licence to provide safekeeping services for capital markets products.

Custodial Services Responsibilities

Maintaining records of capital markets products' movement in and out of client accounts.

Custodian as Interface

Acting as the connection point between clients and exchanges for settling and delivering capital markets products.

Product Financing

Providing financing for capital markets products.

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Specified Products Lending

Lending specific capital markets products.

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CMS Licence for Lending

Lending specified products requires this licence.

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Finance Companies & CMS Licence

Licensed under the Finance Companies Act 1967, they don't need a CMS licence for activities not prohibited by their Act.

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Remote Trading/Clearing Members

Overseas-based members of a Singapore Exchange or clearing house, exempted from holding a CMS licence.

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Regulatory Bodies' Rules

SFA and SFR; SGX-ST Mainboard and Catalist Rules; SGX-ST Rules; CDP Clearing, Settlement, and Depository Rules; SGX Futures Trading Rules; SGX-DC Clearing Rules.

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MAS Mission

To promote sustained non-inflationary economic growth and a sound financial centre.

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MAS Functions

Central banking, integrated supervision, reserves management, and development of Singapore as a financial centre.

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SFA

The main legislation governing the capital markets industry in Singapore

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SFA powers

Gives MAS a wide range of powers to enable the sound development of the capital markets.

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MAS as Central Bank

Act as Singapore's central bank.

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MAS Central Bank Role

Overseeing payment systems and serving as banker to and financial agent of the Government.

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MAS Supervision

Integrated supervision of financial services and financial stability surveillance.

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IPO Share Offering

The company indicates whether it will issue new shares or offer existing shares to the public.

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IPO Prospectus

A document lodged with MAS that is subject to public comments during the listing process.

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Listing by Introduction

Listing without offering shares to the public; suitable for companies not needing funds immediately.

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Introductory Document

Document submitted to SGX-ST for listings by introduction, not subject to public comments.

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Mainboard Listing Review

SGX-ST reviews listing documents, while SGX-ST and MAS review the prospectus.

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Mainboard Profit Requirement (1)

At least S$30 million pre-tax profit for the latest financial year with at least 3 years operating track record.

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Mainboard Profit & Market Cap Requirement

Profitable in the latest financial year, and market cap of at least S$150 million.

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Mainboard Revenue & Market Cap Requirement

Operating revenue in the latest year and a market capitalization of at least S$300 million.

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Securities Transfer

Transfer of securities from seller to buyer accounts during trading.

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Intra-day Settlement Run

Introduced by SGX in 2021 to facilitate earlier settlement, reducing counterparty risks.

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Account Linkage

Ensures trading accounts are linked to direct securities accounts with CDP before trading.

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Standing Instruction to CDP

An instruction from investor to CDP to act on SGX-ST member's instructions for securities debits/credits.

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Pre-Settlement Matching Service (PSMS)

Launched in 2008 to automate trade detail agreement between depository agents and SGX-ST members.

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PSMS Automation Benefits

Automates pre-settlement matching, improving efficiency and minimizing operational risk.

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Delivery-versus-Payment (DVP)

Participants settle transactions with simultaneous cash and securities transfer, CDP acts as central counterparty.

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Free-of-Payment (FOP)

Participants settle transactions via transfer of securities without simultaneous cash transfer.

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Sponsor's Duties

Acting with care, professionalism and maintaining contact with companies.

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Sponsor's Use of Professionals

Seeking expert advice while managing overall activity.

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Sponsor's Independence

Avoiding conflicts of interest and remaining independent.

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Sponsor's Rule Following

Only sponsoring companies that follow SGX-ST rules

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SGX-ST's Role

To lay down rules and review sponsor's performance.

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SGX-ST's Review Focus

Quality and due diligence standards, continuing activities, and breaches of the rules.

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SGX-ST's Actions

Reprimand, education, rectification and suspension.

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Meaning of 'Listing'

Being listed on the official boards of SGX-ST.

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REITs/Trusts Listing Rule

REITs and Business Trusts can list without historical financial data if they demonstrate immediate operating revenue post-listing and meet the S$300 million market cap.

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Positive Cash Flow Requirement

A company listing on the SGX must show it has positive cash flow from operating activities to prove a healthy financial state.

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Pre-Listing Debt Settlement

Before listing, all debts owed to the group by directors and major shareholders must be paid off.

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MOG Alternative Listing

MOG companies unable to meet financial requirements can still list with a minimum S$300 million market cap, disclosure of plans to reach production, and independent validation.

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MOG Listing: Disclosure

Plans and milestones to advance to production stage

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MOG Plan Validation

An independent qualified person must validate MOG company plans.

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MOG Reserves Requirement

MOG companies must prove a meaningful level of reserves in a defined area with an independent qualified person's report.

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MOG Working Capital

MOG companies need enough capital to operate for 18 months after listing.

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Study Notes

Providers of Custodial Services

  • Custodians must hold a CMS licence to provide custodial services.
  • Custodians serve institutional and individual clients.
  • They maintain records of capital markets product movements in client accounts.
  • They act as the interface between clients and exchanges for settlement and delivery.
  • Some custodians offer product financing and specified products lending services.
  • Specified products lending is considered dealing in capital markets products, requiring a CMS licence.
  • Product financing and specified products lending require different CMS licences.

Other Entities (Non-CMS Licence Holders)

  • Finance companies licensed under the Finance Companies Act 1967 do not need a CMS licence for regulated activities not prohibited by the Act.
  • This is unless the company has been granted an exception under Section 25(2).
  • Finance companies provide custodial services and keep records of movement in custodian accounts.
  • Finance companies undergo MAS regulation, supervision, and inspections.
  • Overseas-based remote trading and clearing members of a Singapore exchange, recognized market operator or clearing house are exempt from holding a CMS licence, provided that the remote member:
    • Is incorporated outside of Singapore.

Roles of Regulatory Bodies

  • The regulatory bodies create rules for trading and clearing of securities and derivatives trading.
  • These regulatory bodies are responsible for originating and issuing the relevant rules and requirements governing the trading and clearing of securities and derivatives trading, including:
    • SFA and SFR
    • SGX-ST Mainboard and Catalist Rules
    • SGX-ST Rules
    • CDP Clearing Rules
    • CDP Settlement Rules
    • CDP Depository Rules
    • SGX Futures Trading Rules
    • SGX-DC Clearing Rules

Monetary Authority of Singapore (MAS)

  • MAS was established in 1970 and began operations in 1972.
  • The mission is to promote sustained non-inflationary economic growth and a sound financial center.
  • MAS acts as Singapore's central bank, conducts monetary policy, issues currency, oversees payment systems, and serves as banker/financial agent to the Government.
  • MAS conducts integrated supervision of financial services and financial stability surveillance.
  • It manages Singapore's official foreign reserves.
  • MAS develops Singapore as an international financial centre.
  • MAS administers key legislations for the capital markets industry, including:
    • SFA
    • SFR(LCB)
    • Securities and Futures (Organised Markets) Regulations
    • Securities and Futures (Clearing Facilities) Regulations
    • Securities and Futures (Financial and Margin Requirements for Holders of Capital Markets Services Licence) Regulations
    • Securities and Futures (Corporate Governance of Approved Exchanges, Approved Clearing Houses and Approved Holding Companies) Regulations
    • Financial Services and Markets Act 2022
  • The SFA empowers MAS to foster the sound development of capital markets.

Settlement Run

  • Securities are transferred from the seller to the buyer's account during the run.
  • SGX introduced an Intra-day Settlement Run in 2021 to facilitate earlier settlement and reduce counterparty risks.
  • Investors with direct CDP accounts should link their trading accounts with SGX-ST members to their securities accounts before trading.
  • This linkage is a standing instruction to CDP to act on the SGX-ST member's instructions to debit and credit securities for executed contracts.

Pre-Settlement Matching Service (PSMS)

  • CDP launched PSMS in 2008 to replace manual trade detail agreement processes between depository agents and SGX-ST members.
  • PSMS automates the pre-settlement matching process, aligning Singapore with global markets.
  • PSMS improves efficiency, minimizes operational risk, and reduces settlement failures through early matching of instructions.
  • Participants can settle transactions on a Delivery-versus-Payment (DVP) or Free-of-Payment (FOP) basis.
  • For DVP transactions, CDP acts as a central counterparty to ensure simultaneous transfer of cash and securities.

IPO & Introductions

  • For an IPO, the company indicates whether it will issue new or offer existing shares.
  • A prospectus is lodged with MAS and is subject to public comment for up to 2 weeks.
  • For an Introduction, no shares are offered to the public.
  • An introductory document must be submitted to SGX-ST and is not subject to public comments.

Mainboard Admission Requirements

  • Entities seeking Mainboard listing via IPO must meet specific requirements.
  • SGX-ST reviews listing documents, while SGX-ST and MAS review the prospectus.
  • Quantitative requirements include:
    • Minimum consolidated pre-tax profit of S$30 million for the latest financial year with a 3-year operating track record.
    • Profitability in the latest year and market capitalization of at least S$150 million with a 3-year track record.
    • Operating revenue in the latest year and market capitalization of at least S$300 million.
    • REITs and Business Trusts meeting the S$300 million market cap test without historical financial information may apply if they demonstrate immediate operating revenue generation upon listing.
  • The entity must have a healthy financial position with positive cash flow from operating activities.
  • Prior to listing, debts owed to the group by directors, substantial shareholders, and related companies must be settled.
  • A Mining, Oil and Gas (MOG) listing aspirant unable to satisfy the Quantitative Requirements may list its securities if they satisfy the following additional conditions:
    • Has market capitalisation of not less than S$300 million based on the issue price and post-invitation issued share capital
    • Discloses its plans, milestones and capital expenditure to advance to production stage
    • These plans must be substantiated by the opinion of an independent qualified person.
  • Requirements for MOG companies:
    • Established existence of a portfolio of reserves, substantiated by an independent qualified person’s report.
    • Sufficient working capital for 18 months from listing.
    • At least one independent director with industry experience and expertise.
  • Sponsors must act professionally, transparently, and efficiently.
  • This involves:
    • Exercising due care.
    • Maintaining regular contact with companies.
    • Seeking expert advice while retaining overall management and responsibility.
    • Avoiding conflicts of interest.
    • Accepting sponsorship of companies that agree to SGX-ST rules.

SGX's Role and Responsibilities Regarding Sponsors

  • SGX-ST sets the rules and reviews sponsor performance, processes, and controls against these rules.
  • Reviews assess:
    • Quality and due diligence standards of the sponsor's assessment process.
    • Quality of its continuing activities.
    • Rule breaches.

SGX's Actions for Non-Compliance by Sponsors and Professionals

  • SGX-ST can take actions for rule breaches, including:
    • Reprimanding the sponsor or professional privately or publicly.
    • Requiring attendance at an education program on rule compliance.
    • Requiring rectification measures.
    • Imposing conditions and restrictions on activities.
    • Suspending activities for a period of time, possibly announcing the suspension to the market.

Explanation of "Listing"

  • "Listing" refers to being listed on the official boards of SGX-ST.
  • Issuers that are "listed" will appear on the official list of the SGX-ST.

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