新加坡市場(chǎng)法律法規(guī)監(jiān)管

1、新加坡是一個(gè) HYPERLINK /view/686298.htm t _blank 多元文化的移民國家，是全球最國際化的國家之一，也是繼 HYPERLINK /subview/7708/5407361.htm t _blank 紐約、倫敦、香港之后的第四大 HYPERLINK /view/596035.htm t _blank 國際金融中心。新加坡是 HYPERLINK /view/58407.htm t _blank 東南亞國家聯(lián)盟成員國之一，也是 HYPERLINK /view/3929.htm t _blank 世界貿(mào)易組織、 HYPERLINK /view/58647.htm t _

2、blank 英聯(lián)邦以及 HYPERLINK /view/116771.htm t _blank 亞洲太平洋經(jīng)濟(jì)合作組織成員經(jīng)濟(jì)體之一。 新加坡交易所（Singapore Exchange，SGX）是 HYPERLINK /view/679557.htm t _blank 亞太地區(qū)首家集證券及 HYPERLINK /view/20357.htm t _blank 金融衍生產(chǎn)品交易於一體的企業(yè)股份制化交易所。2000年11月23日成為亞太地區(qū)首家通過公開 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。 不同國家對(duì)期貨市場(chǎng)的監(jiān)管使用不同的法律，監(jiān)管法律沖突是期貨市場(chǎng)跨境監(jiān)管面臨的主要問題。新加坡期貨市場(chǎng)建立之后，新加坡政府充分借鑒美歐期貨市場(chǎng)的成功經(jīng)驗(yàn)及失敗教訓(xùn)，從政府管理人員到交易所工作人員,都到美國芝加哥期貨市場(chǎng)學(xué)習(xí),并聘請(qǐng)芝加哥交易所的顧問進(jìn)行指導(dǎo)。同時(shí),新加坡政府還派人去美國期貨交易管理委員會(huì)學(xué)習(xí),全套引進(jìn)其法律、法規(guī),個(gè)別加以修改后,公布實(shí)施。解決了新加坡期貨市場(chǎng)的法律健全問題。所以研究新加坡的期貨市場(chǎng)監(jiān)管政策，對(duì)于今后公司進(jìn)入新加坡市場(chǎng)推動(dòng)新加坡經(jīng)紀(jì)業(yè)務(wù)的實(shí)施具有重要的

4、現(xiàn)實(shí)意義。 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.市場(chǎng)監(jiān)管概覽監(jiān)管體系新交所是新加坡市場(chǎng)和結(jié)算所的一線監(jiān)管機(jī)構(gòu)。 我們與新加坡金融管理局、刑事部等政府部門密切協(xié)作，制定和實(shí)施有關(guān)條例和規(guī)定，致力于建設(shè)一

10、個(gè)可持久發(fā)展的證券市場(chǎng)。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.新交所是一家自我監(jiān)管機(jī)構(gòu)新交所是一家上市交易所和一線監(jiān)管機(jī)構(gòu)，屬于自我監(jiān)管組織（SRO）。 除了承擔(dān)監(jiān)管職責(zé)以外，新交所還具商業(yè)屬性。 這種雙重職能可能會(huì)相互沖突，因此新交所建立了相應(yīng)的預(yù)防機(jī)制。監(jiān)管機(jī)構(gòu)的組織結(jié)構(gòu)為促進(jìn)市場(chǎng)的公平、有序和透明，保證清算系統(tǒng)的安全和財(cái)務(wù)健康，新交所需要履行各種監(jiān)管職能。 這些職能具體由以下監(jiān)管部門執(zhí)行: HYPERLINK javascript:OpenWCMContentInNewWin(/wps/wcm/connect/sgx_c

12、h/Misc/regulations/ROS?presentationtemplate=design_new/PT_Print_Friendly%23panelhead1); 發(fā)行人監(jiān)管部 HYPERLINK javascript:OpenWCMContentInNewWin(/wps/wcm/connect/sgx_ch/Misc/regulations/ROS?presentationtemplate=design_new/PT_Print_Friendly%23panelhead2); 凱利板監(jiān)管部 HYPERLINK javascript:OpenWCMContentInNewWin(

13、/wps/wcm/connect/sgx_ch/Misc/regulations/ROS?presentationtemplate=design_new/PT_Print_Friendly%23panelhead3); 會(huì)員監(jiān)督部 HYPERLINK javascript:OpenWCMContentInNewWin(/wps/wcm/connect/sgx_ch/Misc/regulations/ROS?presentationtemplate=design_new/PT_Print_Friendly%23panelhead4); 市場(chǎng)監(jiān)控部 HYPERLINK javascript:Ope

14、nWCMContentInNewWin(/wps/wcm/connect/sgx_ch/Misc/regulations/ROS?presentationtemplate=design_new/PT_Print_Friendly%23panelhead5); 執(zhí)法部 HYPERLINK javascript:OpenWCMContentInNewWin(/wps/wcm/connect/sgx_ch/Misc/regulations/ROS?presentationtemplate=design_new/PT_Print_Friendly%23panelhead6); 風(fēng)險(xiǎn)管理部 HYPERL

15、INK javascript:OpenWCMContentInNewWin(/wps/wcm/connect/sgx_ch/Misc/regulations/ROS?presentationtemplate=design_new/PT_Print_Friendly%23panelhead7); 結(jié)算風(fēng)險(xiǎn) HYPERLINK javascript:OpenWCMContentInNewWin(/wps/wcm/connect/sgx_ch/Misc/regulations?presentationtemplate=design_new/PT_Print_Friendly/ROS%23panelh

16、ead8); 監(jiān)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.主板監(jiān)管監(jiān)管辦法新加坡的資本市場(chǎng)主要基于披露制度。 新交所的規(guī)則增加了以披露為基礎(chǔ)的制度，對(duì)發(fā)行人提出了高基準(zhǔn)準(zhǔn)入標(biāo)準(zhǔn)和持續(xù)要求。 該制度的基礎(chǔ)是要求上市發(fā)行人及時(shí)向市場(chǎng)披露所有重大信息。 我們的要求以國際標(biāo)準(zhǔn)為基準(zhǔn)，且與發(fā)達(dá)國家司法管轄權(quán)的最佳實(shí)踐保持一致。發(fā)行人監(jiān)管部審查上市申請(qǐng)，以確保發(fā)行人符合所規(guī)定的最低要求。 發(fā)行人監(jiān)管部在審查上市申請(qǐng)時(shí)，依賴于發(fā)行經(jīng)理進(jìn)行的盡職調(diào)查和及其意見，以確定申請(qǐng)人是否適合上市。發(fā)行人監(jiān)管

46、部監(jiān)控發(fā)行人是否遵守上市規(guī)則。 如出現(xiàn)可能的違規(guī)行為，我們將進(jìn)行調(diào)查，并考慮發(fā)行人的合規(guī)記錄和違規(guī)行為的嚴(yán)重程度，采取適當(dāng)行動(dòng)。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