Singapore legislation
Schedule 2
Schedule 2
Regulated activities
SECOND SCHEDULESection 2Regulated activitiesPart ITypes of Regulated ActivitiesThe following are regulated activities for the purposes of this Act:
dealing in securities;
trading in futures contracts;
leveraged foreign exchange trading;
advising on corporate finance;
fund management;
securities financing;
providing custodial services for securities.Part IIInterpretationFor the purposes of this Schedule —“agreement” includes arrangement;“advising on corporate finance” means giving advice —
to any entity concerning compliance with or in respect of laws or regulatory requirements (including the listing rules of a securities exchange) relating to the raising of funds by any entity;
to the person making an offer or invitation —
to subscribe for or purchase securities; or
to sell or otherwise dispose of securities,concerning that offer or invitation; or
concerning the arrangement, reconstruction or take-over of a corporation or any of its assets or liabilities;“dealing in securities” 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, subscribing for, or underwriting securities;“financial institution” means —
any bank licensed under the Banking Act (Cap. 19);
any merchant bank approved as a financial institution under the Monetary Authority of Singapore Act (Cap. 186); or
any finance company licensed under the Finance Companies Act (Cap. 108);“foreign exchange trading” means the act of entering into or offering to enter into, or inducing or attempting to induce a person to enter into or offer to enter into, a contract or an arrangement the effect of which is that —
a party agrees to exchange currency at an agreed rate of exchange with another party whether the currency exchange is effected at the same time or at a specified future time and whether by way of delivery of an amount of currency for another currency, by way of crediting the account of the other party with an amount of another currency, by way of settlement or set-off between 2 or more persons or otherwise; or
a party agrees to settle in any manner with another party the difference between the value of any currency index agreed at the time of the making of the contract or arrangement and at a specified future time,but does not include any act performed for or in connection with a contract or an arrangement which is a futures contract or such a proposed contract or proposed arrangement;“fund management” means undertaking on behalf of a customer (whether on a discretionary authority granted by the customer or otherwise) —
the management of a portfolio of securities or futures contracts; or
foreign exchange trading or leveraged foreign exchange trading for the purpose of managing the customer’s funds;“leveraged foreign exchange trading” means —
foreign exchange trading on a margin basis whereby a person undertakes, as determined by the terms and conditions of the foreign exchange trading contract or arrangement —
to make an adjustment between himself and another person according to whether a currency is worth more or less, as the case may be, in relation to another currency, or according to whether a currency index rises or falls in value, as the case may be, in relation to an agreed value;
to pay an amount of money determined or to be determined by reference to the change in value of a currency in relation to another currency, or by reference to the change in value of a currency index in relation to an agreed value; or
to deliver to another person at an agreed future time an agreed amount of currency at an agreed price;
the provision by any person referred to in paragraph (a) of any advance, credit facility or loan, directly or indirectly, to facilitate an act of the description referred to in that paragraph; or
the act of entering into or offering to enter into, or inducing or attempting to induce a person to enter into, an arrangement with another person (whether on a discretionary basis or otherwise) to enter into any contract to facilitate an act of the description mentioned in paragraph (a) or (b),but does not include any act performed for or in connection with a contract or an arrangement —
arranged by a bank that is licensed under the Banking Act (Cap. 19) or a merchant bank approved as a financial institution under the Monetary Authority of Singapore Act (Cap. 186);
by any person belonging to such class of persons, or carrying on such class or description of business, as may be prescribed by the Authority; or
which is a futures contract,or such a proposed contract or arrangement;“offer” or “offering” includes invitation to treat;“on a margin basis”, in relation to the definition of “leveraged foreign exchange trading”, means the first-mentioned person referred to in the definition of “leveraged foreign exchange trading” entering into the contract or arrangement referred to therein by providing to the offeror or his agent money, securities, property or other collateral which represents only a part of the value of the contract or arrangement to be entered into by him;“providing custodial services for securities” means 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 securities of the customer and carries out one or more of the following functions for the customer: (a)settlement of transactions relating to the securities;
collecting or distributing dividends or other pecuniary benefits derived from ownership or possession of the securities;
paying tax or other costs associated with the securities;
exercising rights, including without limitation voting rights, attached to or derived from the securities;
any other function necessary or incidental to the safeguarding or administration of the securities;but does not include —
the activities of a corporation which is a Depository as defined in Division 7A of Part IV of the Companies Act (Cap. 50);
the provision of services to a related corporation or connected person, so long as none of the securities is —
held on trust for another person by the related corporation or connected person;
held as a result of any custodial services provided by the related corporation or connected person to another person; or
beneficially owned by any person other than the related corporation or connected person;
the provision of services by a nominee corporation which are solely incidental to the business of a nominee corporation; or
any other conduct as the Authority may prescribe;“securities financing” means to directly or indirectly facilitate, by providing any credit facility, advance or loan —
the subscription for securities or purchase of listed or to be listed on a securities market or such other securities as the Authority may prescribe; and
where applicable, the continued holding of those securities,whether or not those securities are pledged as security for the credit facility, advance or loan, but does not include the provision of any credit facility, advance or loan —
that forms part of an arrangement to underwrite or sub-underwrite securities;
to facilitate an acquisition of securities in accordance with the terms of a prospectus, regardless of whether the offer of securities is made in Singapore or elsewhere;
to a holder of a capital markets services licence to deal in securities or provide securities financing, or a financial institution, to facilitate acquisitions or holdings of securities;
by a company to its directors or employees to facilitate acquisitions or holdings of its own securities;
by a member of a group of companies to another member of the group to facilitate acquisitions or holdings of securities by that other member; or
by an individual to a company in which he holds 10% or more of its issued share capital to facilitate acquisitions or holdings of securities;“trading in futures contracts” 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 the purchase or sale of a futures contract; or
soliciting or accepting any order for, or otherwise dealing in, a futures contract.