Singapore legislation
Regulation 2
of Securities and Futures (Licensing and Conduct of Business) Regulations
Regulation 2
Definitions
In these Regulations, unless the context otherwise requires —“accounting standards” means the accounting standards made or formulated by the Accounting Standards Committee under Part 3 of the Accounting Standards Act 2007;“advertisement” means any dissemination or conveyance of information in connection with a promotion of, or an invitation or a solicitation in respect of, any product or service, by any means or in any form, including by means of —
publication in a newspaper, magazine, journal or other periodical;
display of posters or notices;
circulars, handbills, brochures, pamphlets, books or other documents;
letters addressed to individuals or bodies;
photographs or cinematograph films; or
sound broadcasting, television, the Internet or other media;“approved global trading company” means a global trading company approved under section 43I of the Income Tax Act 1947;“associate”, in relation to an entity (called in this definition the first entity), means —
any entity in which the first entity controls the composition of the board of directors or such corresponding officers as may be prescribed;
any entity in which the first entity controls more than half of the voting power or such measure corresponding to voting power as may be prescribed;
any entity in which the first entity holds more than half of the total number of issued shares or such corresponding interest as may be prescribed;
a subsidiary of any other entity which is an associate by reason of paragraph (a), (b) or (c);
any entity (called in this paragraph the second entity) in which —
the first entity; or
any entity which is an associate by reason of paragraph (a), (b), (c) or (d),has, or the entities in sub-paragraphs (i) and (ii) together have, an interest in shares entitling the beneficial owners of those interests the right to cast (whether by proxy or in person) not less than 20% but not more than 50% of the total votes able to be cast at a general meeting of the second entity, or such corresponding interest as may be prescribed; or
any entity (not being one which is an associate by reason of paragraph (a), (b), (c), (d) or (e)) the policies of which —
the first entity; or
any entity which is an associate by reason of paragraph (a), (b), (c), (d) or (e),is, or the entities in sub-paragraphs (i) and (ii) together are, able to control or influence materially;“associated corporation”, in relation to a corporation (A), means —
any corporation (B) in which A or A’s subsidiary has, or A and A’s subsidiary together have, an interest in shares entitling the beneficial owners of those shares the right to cast, whether by proxy or in person, not less than 20% but not more than 50% of the total votes able to be cast at a general meeting of B; or
any corporation (C), other than a subsidiary of A or a corporation which is an associated company of A by virtue of paragraph (a), the policies of which A or A’s subsidiary is, or A together with A’s subsidiary, are able to control or influence materially;“board” means the board of directors;“bond” includes —
any note, bond or Treasury Bill; (b)an option in respect of any note, bond or Treasury Bill; and
such other securities or class of securities as the Authority may from time to time, by a guideline issued by the Authority, determine;“booked in Singapore”, in relation to an OTC derivatives contract, means the entry of the OTC derivatives contract on the balance-sheet or the profit and loss accounts of a person who is a party to the OTC derivatives contract, where —
that person’s place of business is in Singapore; and
the balance-sheet or the profit and loss accounts relate to that person’s business in Singapore;“electronic record” has the same meaning as in section 2 of the Electronic Transactions Act 2010;“executive director” means a director who is concurrently an executive officer;“foreign exchange OTC derivatives contract” or “FX OTC derivatives contract” means an OTC derivatives contract —
which is entered into by one party providing to the other party money, securities, property or other collateral which represents only a part of the value of the contract; and
the value of which is determined by reference to, is derived from, or varies by reference to —
the value or amount of any currency or currency index; or
fluctuations in the values or amounts of any currency or currency index;“Government securities” means specified products issued or proposed to be issued by the Government, and includes —
any debenture, security, stock, bond, certificate or similar instrument issued or proposed to be issued by the Government under any written law or repealed written law; or
any right or option issued or proposed to be issued by the Government in respect of any instrument mentioned in paragraph (a);“guideline issued by the Authority” means a guideline issued by the Authority under section 321 of the Act;“Guidelines on Fit and Proper Criteria” means the document by that title issued by the Authority and published on its website, as revised from time to time;“immediate family”, in relation to an individual, means the individual’s spouse, son, adopted son, stepson, daughter, adopted daughter, stepdaughter, father, stepfather, mother, stepmother, brother, stepbrother, sister or stepsister;“Internet-based trading platform” means an order management system for the purpose of dealing in capital markets products offered by a holder of a capital markets services licence or a person who is exempt from holding a capital markets services licence pursuant to section 99(1)(a), (b) or (c) of the Act, which is accessible through the Internet, and is not limited to accredited investors, expert investors and institutional investors;“non-executive director” means a director who is not an executive director;“over‑the‑counter derivatives contract” or “OTC derivatives contract” means a derivatives contract that is not an exchange-traded derivatives contract;[Deleted by S 667/2018 wef 08/10/2018]“product advertisement” means an advertisement in respect of any capital markets products;“quarter”, in relation to a calendar year, means a period of 3 months ending on the last day of March, June, September or December in that calendar year;[Deleted by S 637/2024 wef 01/08/2024]“real estate investment trust” or “REIT” means a collective investment scheme —
that is authorised under section 286 of the Act or recognised under section 287 of the Act;
that is a trust;
that invests primarily in real estate and real estate-related assets specified by the Authority in the Code on Collective Investment Schemes; and
all or any of the units of which are listed for quotation on an approved exchange;“retail customer” means a customer other than an accredited investor, expert investor or institutional investor;“Rules and Market Practices” means the Rules and Market Practices (including any amendment and modification thereto) of the Singapore Government Securities Market as promulgated from time to time by the Singapore Government Securities Market Committee of the Singapore Government Securities Market;“specified OTC derivatives contract” means an OTC derivatives contract that —
is not a securities-based derivatives contract; and
is not a foreign exchange OTC derivatives contract;“specified person” means —
a holder of a capital markets services licence;
an appointed representative;
a provisional representative; or
a temporary representative.
Definition
“accounting standards” means the accounting standards made or formulated by the Accounting Standards Committee under Part 3 of the Accounting Standards Act 2007;
Definition
“advertisement” means any dissemination or conveyance of information in connection with a promotion of, or an invitation or a solicitation in respect of, any product or service, by any means or in any form, including by means of —
publication in a newspaper, magazine, journal or other periodical;
display of posters or notices;
circulars, handbills, brochures, pamphlets, books or other documents;
letters addressed to individuals or bodies;
photographs or cinematograph films; or
sound broadcasting, television, the Internet or other media;
Definition
“approved global trading company” means a global trading company approved under section 43I of the Income Tax Act 1947;
Definition
“associate”, in relation to an entity (called in this definition the first entity), means —
any entity in which the first entity controls the composition of the board of directors or such corresponding officers as may be prescribed;
any entity in which the first entity controls more than half of the voting power or such measure corresponding to voting power as may be prescribed;
any entity in which the first entity holds more than half of the total number of issued shares or such corresponding interest as may be prescribed;
a subsidiary of any other entity which is an associate by reason of paragraph (a), (b) or (c);
any entity (called in this paragraph the second entity) in which —
the first entity; or
any entity which is an associate by reason of paragraph (a), (b), (c) or (d),has, or the entities in sub-paragraphs (i) and (ii) together have, an interest in shares entitling the beneficial owners of those interests the right to cast (whether by proxy or in person) not less than 20% but not more than 50% of the total votes able to be cast at a general meeting of the second entity, or such corresponding interest as may be prescribed; or
any entity (not being one which is an associate by reason of paragraph (a), (b), (c), (d) or (e)) the policies of which —
the first entity; or
any entity which is an associate by reason of paragraph (a), (b), (c), (d) or (e),is, or the entities in sub-paragraphs (i) and (ii) together are, able to control or influence materially;
Definition
“associated corporation”, in relation to a corporation (A), means —
any corporation (B) in which A or A’s subsidiary has, or A and A’s subsidiary together have, an interest in shares entitling the beneficial owners of those shares the right to cast, whether by proxy or in person, not less than 20% but not more than 50% of the total votes able to be cast at a general meeting of B; or
any corporation (C), other than a subsidiary of A or a corporation which is an associated company of A by virtue of paragraph (a), the policies of which A or A’s subsidiary is, or A together with A’s subsidiary, are able to control or influence materially;
Definition
“board” means the board of directors;
Definition
“bond” includes —
any note, bond or Treasury Bill; (b)an option in respect of any note, bond or Treasury Bill; and
such other securities or class of securities as the Authority may from time to time, by a guideline issued by the Authority, determine;
Definition
“booked in Singapore”, in relation to an OTC derivatives contract, means the entry of the OTC derivatives contract on the balance-sheet or the profit and loss accounts of a person who is a party to the OTC derivatives contract, where —
that person’s place of business is in Singapore; and
the balance-sheet or the profit and loss accounts relate to that person’s business in Singapore;
Definition
“electronic record” has the same meaning as in section 2 of the Electronic Transactions Act 2010;
Definition
“executive director” means a director who is concurrently an executive officer;
Definition
“foreign exchange OTC derivatives contract” or “FX OTC derivatives contract” means an OTC derivatives contract —
which is entered into by one party providing to the other party money, securities, property or other collateral which represents only a part of the value of the contract; and
the value of which is determined by reference to, is derived from, or varies by reference to —
the value or amount of any currency or currency index; or
fluctuations in the values or amounts of any currency or currency index;
Definition
“Government securities” means specified products issued or proposed to be issued by the Government, and includes —
any debenture, security, stock, bond, certificate or similar instrument issued or proposed to be issued by the Government under any written law or repealed written law; or
any right or option issued or proposed to be issued by the Government in respect of any instrument mentioned in paragraph (a);
Definition
“guideline issued by the Authority” means a guideline issued by the Authority under section 321 of the Act;
Definition
“Guidelines on Fit and Proper Criteria” means the document by that title issued by the Authority and published on its website, as revised from time to time;
Definition
“immediate family”, in relation to an individual, means the individual’s spouse, son, adopted son, stepson, daughter, adopted daughter, stepdaughter, father, stepfather, mother, stepmother, brother, stepbrother, sister or stepsister;
Definition
“Internet-based trading platform” means an order management system for the purpose of dealing in capital markets products offered by a holder of a capital markets services licence or a person who is exempt from holding a capital markets services licence pursuant to section 99(1)(a), (b) or (c) of the Act, which is accessible through the Internet, and is not limited to accredited investors, expert investors and institutional investors;
Definition
“non-executive director” means a director who is not an executive director;
Definition
“over‑the‑counter derivatives contract” or “OTC derivatives contract” means a derivatives contract that is not an exchange-traded derivatives contract;
Definition
“product advertisement” means an advertisement in respect of any capital markets products;
Definition
“quarter”, in relation to a calendar year, means a period of 3 months ending on the last day of March, June, September or December in that calendar year;
Definition
“real estate investment trust” or “REIT” means a collective investment scheme —
that is authorised under section 286 of the Act or recognised under section 287 of the Act;
that is a trust;
that invests primarily in real estate and real estate-related assets specified by the Authority in the Code on Collective Investment Schemes; and
all or any of the units of which are listed for quotation on an approved exchange;
Definition
“retail customer” means a customer other than an accredited investor, expert investor or institutional investor;
Definition
“Rules and Market Practices” means the Rules and Market Practices (including any amendment and modification thereto) of the Singapore Government Securities Market as promulgated from time to time by the Singapore Government Securities Market Committee of the Singapore Government Securities Market;
Definition
“specified OTC derivatives contract” means an OTC derivatives contract that —
is not a securities-based derivatives contract; and
is not a foreign exchange OTC derivatives contract;
Definition
“specified person” means —
a holder of a capital markets services licence;
an appointed representative;
a provisional representative; or
a temporary representative.