新加坡市场法律法规监管

1、新加坡是一个 HYPERLINK /view/686298.htm t _blank 多元文化的移民国家，是全球最国际化的国家之一，也是继 HYPERLINK /subview/7708/5407361.htm t _blank 纽约、伦敦、香港之后的第四大 HYPERLINK /view/596035.htm t _blank 国际金融中心。新加坡是 HYPERLINK /view/58407.htm t _blank 东南亚国家联盟成员国之一，也是 HYPERLINK /view/3929.htm t _blank 世界贸易组织、 HYPERLINK /view/58647.htm t _

2、blank 英联邦以及 HYPERLINK /view/116771.htm t _blank 亚洲太平洋经济合作组织成员经济体之一。 新加坡交易所（Singapore Exchange，SGX）是 HYPERLINK /view/679557.htm t _blank 亚太地区首家集证券及 HYPERLINK /view/20357.htm t _blank 金融衍生产品交易於一体的企业股份制化交易所。2000年11月23日成为亚太地区首家通过公开 HYPERLINK /view/1525094.htm t _blank 募股和 HYPERLINK /view/3060805.htm t _

3、blank 私募配售方式上市的 HYPERLINK /view/339032.htm t _blank 交易所。 不同国家对期货市场的监管使用不同的法律，监管法律冲突是期货市场跨境监管面临的主要问题。新加坡期货市场建立之后，新加坡政府充分借鉴美欧期货市场的成功经验及失败教训，从政府管理人员到交易所工作人员,都到美国芝加哥期货市场学习,并聘请芝加哥交易所的顾问进行指导。同时,新加坡政府还派人去美国期货交易管理委员会学习,全套引进其法律、法规,个别加以修改后,公布实施。解决了新加坡期货市场的法律健全问题。所以研究新加坡的期货市场监管政策，对于今后公司进入新加坡市场推动新加坡经纪业务的实施具有重要的

4、现实意义。 Singapore Exchange（SGX）is Asias leading and trusted market infrastructure, facilitating the exchange of capital and ideas to create value for people, businesses and economies. As a multi-asset exchange operating equity, fixed income and derivatives markets to the highest regulatory standards,

5、SGX is a vertically integrated business that provides listing, trading, clearing, settlement, depository and data services. With about 40% of listed companies and 90% of listed bonds originating outside of Singapore as well as established linkages across the region and in Europe, SGX is Asias most i

6、nternational and connected exchange. Offering a full suite of derivatives products across Asian equity indices, commodities and currencies, SGX is the worlds most liquid offshore market for the benchmark equity indices of China, India, Japan and ASEAN. The exchange was one of the first globally to a

7、dopt the Principles for Financial Market Infrastructure, the first and only central counterparty in the region to be fully approved by U.S. regulators as a Derivatives Clearing Organization and a Foreign Board of Trade, and is recognized by European Union regulators for both securities and derivativ

8、es. As Asias pioneering central counterparty, SGX is globally recognized for its risk management and clearing capabilities. In 2015, SGX was awarded Derivatives Exchange of the Year by Asia Risk, Futures and Options World and Global Capital as well as Central Counterparty (CCP) of the Year by Asia R

9、isk. In 2016, SGX was named Exchange of the Year at the global Energy Risk Awards. Headquartered in AAA-rated Singapore, SGX has over 700 employees including offices in Beijing, Hong Kong, London, Mumbai, Shanghai and Tokyo.市场监管概览监管体系新交所是新加坡市场和结算所的一线监管机构。 我们与新加坡金融管理局、刑事部等政府部门密切协作，制定和实施有关条例和规定，致力于建设一

10、个可持久发展的证券市场。SGX serves as a frontline regulator for the markets and clearing houses that it operates in Singapore. SGX works closely with the relevant regulatory authorities, including the Monetary Authority of Singapore (MAS) and the Commercial Affairs Department (CAD), to develop and enforce rules

11、 and regulations with a view to building an enduring marketplace.新交所是一家自我监管机构新交所是一家上市交易所和一线监管机构，属于自我监管组织（SRO）。 除了承担监管职责以外，新交所还具商业属性。 这种双重职能可能会相互冲突，因此新交所建立了相应的预防机制。监管机构的组织结构为促进市场的公平、有序和透明，保证清算系统的安全和财务健康，新交所需要履行各种监管职能。 这些职能具体由以下监管部门执行: HYPERLINK javascript:OpenWCMContentInNewWin(/wps/wcm/connect/sgx_c

12、h/Misc/regulations/ROS?presentationtemplate=design_new/PT_Print_Friendly%23panelhead1); 发行人监管部 HYPERLINK javascript:OpenWCMContentInNewWin(/wps/wcm/connect/sgx_ch/Misc/regulations/ROS?presentationtemplate=design_new/PT_Print_Friendly%23panelhead2); 凯利板监管部 HYPERLINK javascript:OpenWCMContentInNewWin(

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16、ead8); 监管政策部 HYPERLINK / t _blank RulebookKey PrinciplesIn conducting its regulation of the market SGX has adopted six guiding principles. The first three principles relate to how we target what we regulate while the next three principles relate to how we devise our rules and conduct our regulatory

17、activities.Guiding Principle One:Disclosure-Based RegulationSGX believes that market users should have a wide range of choices and that the decision whether a particular security or product is suitable for an investor is largely a matter for the market users and their advisers. For this principle to

18、 work, it is necessary for the market to be provided with timely, accurate, and adequate disclosure of all matters needed to make informed decisions about the listed products. Hence we focus on facilitating fair access to information for all market users as the fundamental building block for achievi

19、ng a fair, orderly, and transparent market. The disclosure of information alone will not be sufficient. It is therefore supplemented by high baseline standards to determine whether a particular type of listing or product is suitable for the various segments of our market.Guiding Principle Two:Compre

20、hensive Risk ManagementMarket users also need absolute certainty that their trades can be finalized. This is a fundamental basis for their trading. Any breakdown in the post-trade activities of clearing and settlement will result in a loss of confidence and can effectively bring the market to a halt

21、. Consequently, SGX focuses regulatory attention on the safe and efficient operation of its clearinghouses as a very high priority. It requires a comprehensive, integrated, and reliable approach to the management of the counterparty risks from clearing and trading members as well as other risks with

22、in the clearinghouses.Guiding Principle Three:Risk-Based Targeting of Regulatory ActivitiesIn order to make an optimal allocation of regulatory resources, SGX adopts a pragmatic risk-based approach. Supervisory activities focused on principles one and two are tailored according to risk profiles we d

23、evelop for issuer sponsors and our member firms. The profiles are based on our assessment of their management systems and the risks inherent in their business models and products bearing in mind the responsibilities of their own management to provide proper and thorough risk oversight of their busin

24、ess activities. SGX then allocates resources to those matters that it considers as posing the greatest risks the greatest risk to achieving a fair, orderly, and transparent market and safe and efficient clearing outcomes.Guiding Principle Four:Balanced Approach to International Best PracticeThe SGX

25、market has strong international dimensions as reflected in its traded products, listed companies, market intermediaries and market users. In keeping with this, SGX aims to ensure that its rules and regulatory activities are consistent with international best practice for exchanges such as issuers be

26、ing able to use International Financial Reporting Standards. At the same time, in pursuing regulatory outcomes, SGX seeks to strike an appropriate balance between internationally recognised practices and local needs and conditions. We do not adopt an unthinking mechanical approach and we focus on th

27、e substance rather than the form in the rules.Guiding Principle Five:TransparencySGX seeks to be open and transparent in all its regulatory operations to the extent consistent with its statutory obligations and the public interest. In addition to statutorily mandated public consultations on rule ame

28、ndments, SGX consults market users, where appropriate, on the proposed introduction of new products and initiatives. The SGX website publishes feedback received from market users on the public consultations, has a public register of listing rule waivers, and publishes “grounds for decision” by Disci

29、plinary Committees.Guiding Principle Six:SGX as a Frontline Regulator and Managing Regulatory ConflictMAS is the statutory regulator and has oversight over SGXs regulatory responsibilities. SGX performs a frontline regulatory role in maintaining fair, orderly, and transparent markets, as well as saf

30、e and efficient clearing facilities.SGX maintains a continuous dialogue with market users. This market proximity improves our understanding of the businesses of market users and the compliance issues they face, enabling us to assess their compliance and to appropriately calibrate regulatory solution

31、s and enforcement actions.SGX also maintains a close collaborative relationship with other regulatory and enforcement agencies such as the MAS, CAD and the Accounting and Corporate Regulatory Authority (ACRA) on matters such as regulatory policies, risk management, regulatory oversight, and enforcem

32、ent actions.SGX is conscious that its dual role as both a frontline regulator and a commercial entity can create conflicts between its regulatory responsibilities and its commercial objectives (“regulatory conflicts”). The Securities and Futures Act places a legal obligation on the Board and managem

33、ent of SGX to maintain effective governance arrangements for managing such conflicts. The arrangements include a Regulatory Conflicts Committee (“RCC”) of the Board, which ensures the adequacy and quality of resources for SGXs regulatory functions, the robustness of the decision-making structure, an

34、d the supervision of processes for identifying and managing regulatory conflicts. For instance, all waivers of rule requirements granted by SGX as well as enforcement actions leading to Disciplinary Committee proceedings undertaken by it are disclosed to the public and/or to its members. This transp

35、arency assures due process in the making of SGXs regulatory decisions. The MAS exercises overall supervision of SGX and its management of regulatory conflicts.SGX believe that this conflict governance model is the most appropriate for our markets at this time. However, we are committed to vigilance

36、in reviewing the operation of the model and in adapting it appropriately in the light of experience and market developments.SGX AS A MARKET REGULATORSGX supervises the market from both the trading and the clearing aspects. The Market Surveillance unit conducts surveillance of trading activities. The

37、 analysts monitor the securities and derivatives markets to detect unusual trading activities and prohibited trading practices or conduct, including insider trading and market manipulation.On the clearing side, the Risk Management unit monitors and manages SGXs counterparty risk exposure to clearing

38、 members for SGX trades.TradingSecurities MarketMarket Surveillance utilizes a real-time market surveillance system, which employs the latest technology to automatically alert analysts to irregular market behavior such as unusual price and volume movements.A Surveillance analyst who assesses whether

39、 public information such as company specific news, industry trends, or economic factors can explain the market activity handles each alert. Where no explanation is apparent, we may require the listed company to indicate whether it knew why there might be unusual trading or inform the public of any m

40、aterial information that might reasonably be expected to significantly affect the trading volume and price of the securities. A list of events that require disclosure is contained in Appendix 7.1 of the listing manual and include, amongst other events, mergers and acquisitions.Derivatives MarketWith

41、 all contracts traded electronically, surveillance is conducted via a two-pronged approach - electronic surveillance and reviews of exception reports. Analysts assess market-related alerts and review exceptions for any unusual trading or trading irregularity. Once a potential trading irregularity is

42、 identified, the analysts would conduct an in-depth review. Potential violations are referred to the Enforcement Unit for further action.ClearingSGXs securities and derivatives clearing houses guarantee the contract performance of all trades done on the respective exchanges which are cleared through

43、 the clearing members. This allows the clearing members to provide assurance of contract performance to their customers.To maintain the financial integrity and stability of our markets, Risk Management monitors and manages SGXs counterparty risk exposure to ensure that clearing members have adequate

44、 resources to meet obligations to SGX clearing houses. Any exception is promptly addressed through imposition of additional collateral or reduction of position limits. In addition, Risk Management monitors SGXs financial resources to ensure that its clearinghouses have the requisite financial resour

45、ces to back their guarantees. This is done by performing stringent daily stress tests.主板监管监管办法新加坡的资本市场主要基于披露制度。 新交所的规则增加了以披露为基础的制度，对发行人提出了高基准准入标准和持续要求。 该制度的基础是要求上市发行人及时向市场披露所有重大信息。 我们的要求以国际标准为基准，且与发达国家司法管辖权的最佳实践保持一致。发行人监管部审查上市申请，以确保发行人符合所规定的最低要求。 发行人监管部在审查上市申请时，依赖于发行经理进行的尽职调查和及其意见，以确定申请人是否适合上市。发行人监管

46、部监控发行人是否遵守上市规则。 如出现可能的违规行为，我们将进行调查，并考虑发行人的合规记录和违规行为的严重程度，采取适当行动。Regulatory ApproachMain BoardSingapore operates a predominantly disclosure-based regime for capital markets. SGXs Listing Rules augment the disclosure-based regime with high baseline admission standards and continuing requirements for i

47、ssuers. A cornerstone of the regime is to require listed issuers to make timely disclosure of all material information to the marketplace. Our requirements are benchmarked against international standards and are in line with best practices from developed jurisdictions.SGXs regulatory team reviews li

48、sting applications to ensure that issuers meet the minimum requirements prescribed. In reviewing listing applications, SGXs regulatory team relies on due diligence carried out by issue managers and their representations to determine the applicants suitability to list.Effective 7 October 2015, where

49、listing applications (including reverse takeovers) involve novel businesses or listing structures or are from a lesser-known jurisdiction, require specialist expertise, or are of public interest, SGXs regulatory team may refer these to the Listings Advisory Committee.The Listings Advisory Committees

50、 role is advisory in nature. Where SGXs regulatory team adopts listing policies or makes listing decisions in accordance with the Listings Advisory Committees advice, SGX remains responsible for its listing policies and listing decisions. Where SGXs regulatory team decides to depart from the Listing

51、s Advisory Committees advice, the case will be referred to SGXs Regulatory Conflicts Committee, which may in turn refer it to SGXs Board of Directors. Where SGXs Regulatory Conflicts Committee or SGXs Board of Directors agrees with the Listings Advisory Committees advice, SGX remains similarly respo

52、nsible for its listing policies and listing decisions.RequirementsA company may list on the Mainboard if it satisfies any of the three criteria below.Criterion 1Quantitative CriteriaMinimum consolidated pre-tax profit of at least S$30 million for the latest financial yearShareholding Spread25% of is

53、sued shares in the hands of at least 500 shareholders.(For market capitalization that is more than S$300 million, shareholding spread will vary between 12%-20%). At least 500 shareholders worldwide in the case of a secondary listing. Where the Exchange and the primary home exchange do not have an es

54、tablished framework and an arrangement to facilitate the movement of shares, at least 500 shareholders in Singapore or 1,000 shareholders worldwide.Operating Track RecordAt least 3 yearsContinuity of ManagementAt least 3 yearsAccounting StandardSingapore, U.S., or International Accounting StandardsC

55、ontinuing Listing Obligations (Primary)YesContinuing Listing Obligations (Secondary)Release all information and documents to the Exchange at the same time as they are released to the home exchange and comply with such other listing rules as may be applied by the Exchange.Business OperationsNo requir

56、ement for operations in SingaporeIndependent DirectorsAt least 2 resident in SingaporeCriterion 2Quantitative CriteriaProfitable in the latest financial year and has a market capitalization of not less than S$150 million based on the issue price and post-invitation issued share capitalShareholding S

57、pread25% of issued shares in the hands of at least 500 shareholders.(For market capitalization that is more than S$300 million, shareholding spread will vary between 12%-20%). At least 500 shareholders worldwide in the case of a secondary listing. Where the Exchange and the primary home exchange do

58、not have an established framework and an arrangement to facilitate the movement of shares, at least 500 shareholders in Singapore or 1,000 shareholders worldwide.Operating Track RecordAt least 3 yearsContinuity of ManagementAt least 3 yearsAccounting StandardSingapore, U.S., or International Account

59、ing StandardsContinuing Listing Obligations (Primary)YesContinuing Listing Obligations (Secondary)Release all information and documents to the Exchange at the same time as they are released to the home exchange and comply with such other listing rules as may be applied by the ExchangeBusiness Operat

60、ionsNo requirement for operations in SingaporeIndependent DirectorsAt least 2 resident in SingaporeCriterion 3Quantitative CriteriaOperating revenue in the latest completed financial year and a market capitalization of not less than S$300 million based on the issue price and post-invitation issued s