Securities and Futures (Central Depository System) Regulations 2015

The forms to be used for the purposes of these Regulations are those set out at the Authority’s Internet website at http://www.mas.gov.sg (under “Regulations and Financial Stability”, “Regulations, Guidance and Licensing” and “Securities, Futures and Fund Management”) and any reference in these Regulations to a relevant form is to be construed as a reference to the current version of the relevant form which is displayed at that website.

Any document required to be lodged with the Depository or the Authority, as the case may be, under any provision of Part IIIAA of the Act or these Regulations must be lodged in the relevant form and in the manner specified in the website referred to in paragraph (1), or in such manner as the Authority may specify from time to time.

All forms used for the purposes of these Regulations must be completed in the English language and in accordance with such directions as may be specified in the form or by the Authority.

The Depository or the Authority, as the case may be, may refuse to accept any form if —

Where strict compliance to any form is not possible, the Authority may allow for the necessary modifications to be made to that form, or for the requirements of that form to be complied with in such manner as the Authority thinks fit.

No person may be approved as a depository agent by the Depository unless the Depository is satisfied that —

The Depository may terminate the Depository Agent Agreement —

The Depository must establish and maintain a system of procedures to enable and facilitate the evidencing and transfer of title to book‑entry securities.

In particular, and without prejudice to the generality of paragraph (1), the Depository must establish or cause to be established all such procedures as may be necessary —

This regulation applies where title to a book‑entry security has devolved on a person (called in this regulation the successor) as a result of death or bankruptcy of a person (or in the case of a body corporate its dissolution).

This regulation also applies where as a result of the death (or in the case of a body corporate its dissolution) of a joint holder, title is vested in a surviving holder or holders and the terms “devolved” and “successor” are to be construed accordingly.

The successor must notify the Depository or the depository agent, as the case may be, that title to the book‑entry security has devolved on the successor.

A notice under paragraph (3) must —

The Depository or the depository agent, as the case may be, must give effect to the wishes of the successor upon payment of the transfer fees laid down by the Depository or the depository agent.

For the purposes of this regulation and regulation 12, “successor” is to be treated as including the Official Receiver, a receiver or an approved liquidator, a provisional liquidator and a judicial manager.

Where by virtue of any provision in the Act, the Companies Act (Cap. 50) or any other written law, the title to a book‑entry security is by a Court order transferred to or vested in another person (called in this regulation the successor), the procedures in this regulation must be followed.

The successor must notify the Depository or the depository agent, as the case may be, that title to the book‑entry security has been transferred to or vested in the successor.

A notice under paragraph (2) must —

The Depository or the depository agent, as the case may be, must give effect to the wishes of the successor upon payment of the transfer fees laid down by the Depository or the depository agent.

Where in any judicial proceedings an injunction or other Court order is made or where a Ministerial order under section 245 of the Companies Act (Cap. 50) is issued which has the effect of restraining the transfer of a book‑entry security or restraining any dealing in a book‑entry security, the order may be served upon the Depository where it relates to an account holder and upon a depository agent where the order relates to a sub‑account.

Where the order is served upon a depository agent, the depository agent must upon receipt of the order, deliver the order to the Depository which is, subject to paragraph (3), under a duty not to transfer or deal in that book‑entry security so long as the injunction or order is in force despite any instruction by a depositor to transfer or deal in the book‑entry security.

Where the injunction or other Court or Ministerial order has the effect of restraining the transfer of a book‑entry security in a sub‑account or restraining any dealing in that book‑entry security, the order must specify the sub‑account number, failing which the Depository or depository agent, as the case may be, is not in breach of duty or liable in contempt proceedings for the failure to restrain the transfer of the book‑entry security or to restrain the dealing in that book‑entry security, as the case may be.

In this regulation, “dealing” in book‑entry security includes withdrawal from the Depository of documents evidencing title in respect of listed securities.

The Depository must issue to all depositors —

The depositor must examine all entries in the statement of account balances and notify the Depository of any error or discrepancy in the statement within 14 days after the date of the statement.

If no notification is received by the Depository within 14 days after the date of the statement —

The Depository must keep or cause to be kept such records and accounts, in sufficient detail, so as to show particulars of —

The Depository must ensure that an entry in the records or accounts specifies the date and time of making such entry and, in the case of an entry made by a person, the identity of such person.

Any entry in the records or accounts of the Depository is to be treated as having been made by, or with the authority of, the Depository, unless the contrary is proved.

For the purposes of verifying the accuracy of the Depository Register and any record of account relating to depositors kept by the Depository, the Depository must, before or at the end of every quarter during a financial year, conduct a stock count of all documents evidencing title and any other document related to such documents held in custody by, or in the name of, the Depository or its nominee company.

The Depository must, within 21 days after the end of each quarter of a financial year, submit to the SGX‑ST, the issuers (in respect of book‑entry securities issued by each issuer) and the Authority a report on the outcome of such stock count, and such report must, if applicable, state what action the Depository proposes to take with regard to —

Despite paragraph (1), the Authority may, if it is not satisfied with such report or where it considers it appropriate, at any time conduct, or appoint an auditor to conduct, a stock count of all documents evidencing title representing the book‑entry securities and any other documents in relation to such documents.

Where the Authority is not satisfied with the report submitted to it by the Depository under paragraph (2), and conducts, or appoints an auditor to conduct, a stock count of all documents evidencing title pursuant to paragraph (3), the costs and expenses incurred by the Authority in respect of the stock count must be borne by the Depository.

The Authority may —

A Depository which fails, without lawful excuse, to comply with any direction given by the Authority under paragraph (5) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000.

A depositor may, on application in writing to the Depository, withdraw any document evidencing title relating to the depositor’s book‑entry securities that are standing to the credit of the depositor’s account with the Depository.

Where an application is made under paragraph (1) for withdrawal of a book‑entry security, the Depository must lodge with the issuer —

A depositor must, on demand made by the Depository, pay to the Depository the appropriate amount of stamp duty payable on the instrument of transfer to be lodged with an issuer under paragraph (2), together with the appropriate transfer fee (if any) and the withdrawal fees laid down by the Depository.

Despite section 130AE of the Companies Act (Cap. 50), an issuer must, within 2 weeks after the documents evidencing title and the instruments of transfer in respect of the securities are lodged with it —

The following apply where securities cease to be quoted on the SGX‑ST:

The documents evidencing title representing the securities are not capable of being traded on a securities market unless they are again deposited with the Depository.

An instrument of —

All instruments lodged with the Depository must be accompanied by the relevant fee payable under the depository rules.

Nothing in section 81SS of the Act or these Regulations is to be construed as precluding —

Despite paragraph (1), the Depository is not required to recognise, even when having notice of the creation of any security interest referred to in paragraph (1)(a) or (b), the security interest so created in such book‑entry securities.

A security interest created in book‑entry securities pursuant to an instrument of assignment or charge in the relevant form has priority over such security interest created under any rule of law.

Despite anything in the Companies Act (Cap. 50), the Depository must —

The Authority may at any time appoint an auditor to conduct a surprise audit on the Depository and the Authority may fix the remuneration to be paid by the Depository to that auditor.

The Depository must not, without the prior approval of the Authority —

An application to the Authority for approval under paragraph (1) must be made in the relevant form.

The Authority may require the Depository to furnish it with such information or document as the Authority considers necessary in relation to the application under paragraph (2) and the Depository must furnish such information or document as the Authority may require.

The Authority must, within 20 business days of receipt of a completed application under paragraph (2), by notice in writing to the Depository, either grant the approval or notify the Depository of its intention to refuse to grant the approval.

The Authority may, by notice in writing to the Depository, extend the period referred to in paragraph (4) —

Where the Authority extends the period referred to in paragraph (4) under paragraph (5)(b), the Authority must, prior to extending the period, give the Depository an opportunity to be heard.

The Authority may have regard to the following matters for the purposes of deciding whether to grant or refuse to grant its approval:

The Authority may grant its approval subject to such conditions or restrictions as the Authority may think fit to impose by notice in writing to the Depository, including conditions or restrictions relating to —

The Authority must not refuse to grant its approval without giving the Depository an opportunity to be heard.

The Depository may only charge the depository fee approved by the Authority under paragraph (1) for the service or services in respect of which it was approved.

A Depository which contravenes paragraph (1), (3) or (10) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $150,000 and, in the case of a continuing offence, to a further fine not exceeding $15,000 for every day or part of a day during which the offence continues after conviction.

Subject to the modification in paragraph (2), section 150 of the Act applies to enable the Authority to inspect under conditions of secrecy the books of the Depository in the same manner and extent as it enables the Authority to inspect the books of any of the persons referred to in section 150(1) of the Act.

The reference to “a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both” in section 150(7) of the Act is to be read as “a fine not exceeding $5,000”.

Subject to the modification in paragraph (4), section 150A of the Act applies in relation to any written report or part of the report that has been produced by the Authority upon an inspection referred to in paragraph (1) in the same manner and extent as it applies in relation to any written report or part of the report that has been produced upon an inspection under section 150 of the Act in respect of any of the persons referred to in section 150(1) of the Act.

The references to “a fine not exceeding $50,000 or to imprisonment for a term not exceeding 2 years or to both” in section 150A(5) and (6) of the Act are in each case to be read as “a fine not exceeding $5,000”.

Any act, matter or thing that was done under or for the purposes of any provision of the Companies (Central Depository System) Regulations (Cap. 50, Rg 2) in force immediately before 3 January 2016 is taken to have been done for the purposes of the corresponding provision under these Regulations.

Without prejudice to the generality of paragraph (1), on or after 3 January 2016 —