In forceAmended2020 Revised Edition

Contents

Securities and Futures Act 2001 · 2020 Revised Edition · Part 15 · Miscellaneous

341. Regulations

Amended

Last amended by an amending law of 2017. 3 amendments in all.

(1)

The Authority may make regulations for carrying out the purposes and provisions of this Act and for the due administration thereof.

(2)

Without limiting subsection (1), the Authority may make regulations for or with respect to —

(a)

the criteria for authorisation or recognition of collective investment schemes and the constitution, operation, management and offer of such schemes including but not limited to the powers and duties of the managers, trustees or representatives and the rights and obligations of the participants of the schemes;

(b)

the financial requirements and other criteria that a public company must fulfill for it to be considered for approval as a trustee;

(c)

applications for capital markets services licences to carry on business in any regulated activity and matters incidental thereto;

(d)

the activities of, and standards to be maintained by persons holding a capital markets services licence to carry on business in any regulated activity and their representatives, including the manner, method and place of soliciting business by the holder of the licence and their representatives, the conduct of such solicitation and the risk management of the business;

(e)

[Deleted by Act 16 of 2003]

(f)

the conditions for the conduct of business on any approved exchange, recognised market operator, licensed trade repository, licensed foreign trade repository, approved clearing house or recognised clearing house;

(g)

the form, content distribution and publication of written, printed or visual material and advertisements that may be distributed or used by a person in respect of any regulated activity, including advertisements offering the services of persons holding a capital markets services licence or offering capital markets products for sale;

(h)

the particulars to be recorded in the profit and loss accounts and balance sheets and the information to be contained in auditor’s reports required to be lodged under this Act on the annual accounts of persons holding a capital markets services licence to carry on business in any regulated activity;

(i)

the remuneration of an auditor appointed under this Act and for the costs of an audit carried out under this Act;

(j)

the manner in which persons holding a capital markets services licence to carry on a business in any regulated activity conduct their dealings with their customers, conflicts of interest involving the holder of the licence and its customers, and the duties of the holder of a licence to its customers when making recommendations in respect of capital markets products;

(k)

the purchase or sale of capital markets products for their own accounts, directly or indirectly by holders of capital markets services licences to carry on business in any regulated activity and their representatives;

(l)

the disclosure by a holder of a capital markets services licence of any material interest that such person might have in a proposed transaction relating to trading in capital markets products;

(la)

the maintenance by the holder of a capital markets services licence, and a representative of such a holder, of registers of their interests in specified products and their duties relating to the registers, and matters relating thereto;

(m)

the specification of manipulative and deceptive devices and contrivances in connection with the purchase or sale of capital markets products;

(n)

the regulation or prohibition of trading on the floor of an approved exchange or a recognised market operator by members of an approved exchange or a recognised market operator (as the case may be) or their representatives directly or indirectly for their own accounts and the prevention of such excessive trading on an approved exchange or a recognised market operator but off the floor of an approved exchange or a recognised market operator by members of an approved exchange or a recognised market operator (as the case may be) or their representatives directly or indirectly for their own accounts as the Authority may consider is detrimental to the maintenance of a fair and orderly organised market; and the exemption of such transactions as the Authority may decide to be necessary in the interests of the public or a section of the public or for the protection of investors;

(o)

the borrowing in the ordinary course of business by persons holding a capital markets services licence as the Authority may consider necessary or appropriate in the interests of the public or a section of the public or for the protection of investors;

(p)

the prohibition or regulation of dealing in capital markets products in circumstances where the person who deals in the capital markets products does not hold or have an interest in the capital markets products which are being or are proposed to be dealt with;

(q)

the prohibition or restriction of securities‑based derivatives contracts that are admitted to the official list of an approved exchange;

(r)

the forms for the purposes of this Act;

(s)

the fees to be paid in respect of any matter or thing required for the purposes of this Act, including licences required under this Act and the refund and remission, whether in whole or in part, of such fees;

(t)

the collection by or on behalf of the Authority, at such intervals or on such occasions as may be prescribed, of statistical information as to such matters relevant to capital markets products as may be prescribed and for the collection and use of such information for any purpose, whether or not connected with the prescribed capital markets products; and

(u)

all matters and things which by this Act are required or permitted to be prescribed or which are necessary or expedient to be prescribed to give effect to this Act.

(3)

Except as otherwise expressly provided in this Act, the regulations made under this Act —

(a)

may be of general or specific application;

(aa)

may contain provisions of a saving or transitional nature;

(b)

may provide that a contravention of any specified provision thereof shall be an offence; and

(c)

may provide for penalties not exceeding a fine of $50,000 or imprisonment for a term not exceeding 12 months or both for each offence and, in the case of a continuing offence, a further penalty not exceeding a fine of 10% of the maximum fine prescribed for that offence for every day or part of a day during which the offence continues after conviction.

(3A)

For the purposes of paragraphs (b) and (i) of the definition of “derivatives contract” in section 2(1), the Authority may prescribe different contracts, arrangements, transactions and classes of contracts, arrangements or transactions for different purposes.

(3B)

For the purposes of the definition of “financial instrument” in section 2(1), the Authority may prescribe different things for different purposes.

(3C)

For the purposes of the definition of “underlying thing” in section 2(1), the Authority may prescribe different arrangements, events, indices, intangible properties, tangible properties, transactions and classes of arrangements, events, indices, intangible properties, tangible properties or transactions for different purposes.

(4)

Where a person is charged with an offence for contravening a regulation made under subsection (2)(la), it is a defence for the person to prove —

(a)

that the person’s contravention was due to the person not being aware of a fact or occurrence, the existence of which was necessary to constitute the offence; and

(b)

that —

(i)

the person was not so aware on the date of the summons issued for the charge; or

(ii)

the person became so aware before the date of the summons and complied with the regulation within 14 days after becoming so aware.

(5)

For the purposes of subsection (4), a person is, in the absence of proof to the contrary, conclusively presumed to have been aware of a fact or occurrence at a particular time which an employee or agent of the person, being an employee or agent having duties or acting in relation to his or her employer’s or principal’s interest or interests in the specified products concerned, was aware of at that time.

Terms defined in this Act

approved clearing house
Defined · s 2
“approved clearing house” means a corporation that is approved by the Authority under section 51(1)(a) as an approved clearing house;
Open s 2
approved exchange
Defined · s 2
“approved exchange” means a corporation that is approved by the Authority under section 9(1)(a) as an approved exchange;
Open s 2
auditor
Defined · s 2
“auditor” means a public accountant who is registered or deemed to be registered under the Accountants Act 2004 and, in Division 1 of Part 13, when used in relation to an entity not being a company, includes —(a)a person who is duly registered, licensed, approved or otherwise authorised to practise as an auditor (such practice to include the issue of any opinion, report or other document on the audit of any financial statement) —(i)under the laws of the place where the entity is formed or constituted; or(ii)under the laws of the place of his or her practice, if the auditing standards that are or will be applied to the financial statements of the entity are —(A)auditing standards commonly applied in that place; or(B)international auditing standards (by whatever name called); or(b)such other person as the Authority may approve in any particular case to be an auditor for such entity;
Open s 2
Authority
Defined · s 2
“Authority” means the Monetary Authority of Singapore established under the Monetary Authority of Singapore Act 1970;
Open s 2
business
Defined · s 46AAA
“business” includes affairs and property;
Open s 46AAA
capital markets products
Defined · s 2
“capital markets products” means any securities, units in a collective investment scheme, derivatives contracts, spot foreign exchange contracts for the purposes of leveraged foreign exchange trading, and such other products as the Authority may prescribe as capital markets products;
Open s 2
capital markets services licence
Defined · s 2
“capital markets services licence” means a licence that is granted by the Authority under section 86 to a person to carry on a business in any regulated activity;
Open s 2
dealing in capital markets products
Defined · s 2
“dealing in capital markets products” has the meaning given in the Second Schedule;
Open s 2
derivatives contract
Defined · s 2
“derivatives contract” means —(a)any contract or arrangement under which —(i)a party to the contract or arrangement is required to, or may be required to, discharge all or any of its obligations under the contract or arrangement at some future time; and(ii)the value of the contract or arrangement is determined (whether directly or indirectly, or whether wholly or in part) by reference to, is derived from, or varies by reference to, either of the following:(A)the value or amount of one or more underlying things;(B)fluctuations in the values or amounts of one or more underlying things; or(b)any contract or arrangement that is, or that belongs to a class of contracts or arrangements that is, prescribed to be a derivatives contract,but does not include —(c)securities;(d)any unit in a collective investment scheme;(e)a spot contract;(f)a deposit as defined in section 4B of the Banking Act 1970, where the deposit is accepted by a bank or merchant bank licensed under that Act;(g)a deposit as defined in section 2 of the Finance Companies Act 1967, where the deposit is accepted by a finance company as defined in that section of that Act;(h)any contract of insurance in relation to any class of insurance business specified in section 3(1) of the Insurance Act 1966; or(i)any contract or arrangement that is, or that belongs to a class of contracts or arrangements that is, prescribed not to be a derivatives contract;
Open s 2
financial instrument
Defined · s 2
“financial instrument” includes any currency, currency index, interest rate, interest rate instrument, interest rate index, securities, securities index, a group or groups of such financial instruments, and any other thing that is prescribed by the Authority by regulations made under section 341 for the purposes of this definition;
Open s 2
licensed foreign trade repository
Defined · s 2
“licensed foreign trade repository” means a corporation that has in force a foreign trade repository licence granted by the Authority under section 46E(2);
Open s 2
licensed trade repository
Defined · s 2
“licensed trade repository” means a corporation that has in force a trade repository licence granted by the Authority under section 46E(1);
Open s 2
organised market
Defined · s 2
“organised market” has the meaning given in the First Schedule;
Open s 2
principal
Defined · s 2
“principal”, in relation to a representative, means a person whom the representative is in the direct employment of, is acting for or is acting by arrangement with, and on behalf of whom the representative carries or will carry out any regulated activity;
Open s 2
public company
Defined · s 2
“public company” has the meaning given by section 4(1) of the Companies Act 1967;
Open s 2
recognised clearing house
Defined · s 2
“recognised clearing house” means a corporation that is recognised by the Authority under section 51(1)(b) or (2) as a recognised clearing house;
Open s 2
recognised market operator
Defined · s 2
“recognised market operator” means a corporation that is recognised by the Authority under section 9(1)(b) or (2) as a recognised market operator;
Open s 2
regulated activity
Defined · s 2
“regulated activity” means an activity specified in the Second Schedule;
Open s 2
securities
Defined · s 2
“securities” means —(a)shares, units in a business trust or any instrument conferring or representing a legal or beneficial ownership interest in a corporation, partnership or limited liability partnership;(b)debentures; or(c)any other product or class of products as may be prescribed,but does not include —(d)any unit of a collective investment scheme;(e)any bill of exchange;(f)any certificate of deposit issued by a bank or finance company, whether situated in Singapore or elsewhere; or(g)such other product or class of products as may be prescribed;
Open s 2
specified products
Defined · s 2
“specified products” means securities, specified securities‑based derivatives contracts or units in a collective investment scheme;
Open s 2
underlying thing
Defined · s 2
“underlying thing” means —(a)in relation to a derivatives contract or a spot contract —(i)a unit in a collective investment scheme;(ii)a commodity;(iii)a financial instrument;(iv)the credit of any person; or(v)an arrangement, event, index, intangible property, tangible property or transaction that is, or that belongs to a class of arrangements, events, indices, intangible properties, tangible properties or transactions that is, prescribed by regulations made under section 341 to be an underlying thing in relation to a derivatives contract or a spot contract,but does not include any arrangement, event, index, intangible property, tangible property or transaction that is, or that belongs to a class of arrangements, events, indices, intangible properties, tangible properties or transactions that is, prescribed by regulations made under section 341 not to be an underlying thing in relation to a derivatives contract or a spot contract; and(b)in relation to a financial benchmark —(i)an investment product as defined in section 2(1) of the Financial Advisers Act 2001;(ii)a commodity;(iii)a financial instrument;(iv)any intangible property or class of intangible properties; or(v)any arrangement, event or transaction that is, or that belongs to a class of arrangements, events or transactions that is, prescribed by regulations made under section 341 to be an underlying thing in relation to a financial benchmark,but does not include any arrangement, event, intangible property or transaction that is, or that belongs to a class of arrangements, events, intangible properties or transactions that is, prescribed by regulations made under section 341 not to be an underlying thing in relation to a financial benchmark;
Open s 2

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