CDP Depository Rules
1.1 Application of CDP Rules1.1.1 These CDP Rules apply to all Depository Agents and Account Holders and operate as a binding contract between the Depository and each Depository Agent, the Depository and each Account Holder, and between a Depository Agent and any other Depository Agent.1.1.2 Except where the Depository otherwise expressly agrees with or expressly commits itself to any party, the benefit of any performance by the Depository of its obligations under (i) these CDP Rules, or (ii) Directives, Circulars or Practice Notes issued by the Depository, is restricted to only Depository Agents and Account Holders. The Depository shall have no liability to any other party. In particular, the Depository shall have no liability to any party affected or aggrieved by any alleged action or omission of the Depository or any of the directors, officers or employees of the Depository.1.1.3 The Depository may waive the application of a rule (or part of a rule) to suit the circumstances of a particular case, unless the rule specifies that the Depository shall not waive it. The Depository may grant a waiver subject to such conditions as it considers appropriate. Such waiver is only granted if such conditions are satisfied. The Depository shall notify any Depository Agent or Account Holder of such waivers as soon as practicable.
No waiver by the Depository of any event of default or breach of any obligation under these CDP Rules shall constitute a waiver of any other event or breach, and no exercise or partial exercise by the Depository of any remedy shall constitute a waiver of the right subsequently to exercise that or any other remedy.
1.2 Regard to be had to Purpose or Object of these CDP Rules1.2.1 The Depository may from time to time issue, without limitation, Circulars, Practice Notes or Directives to provide guidance on the interpretation or application of these CDP Rules.1.2.2 Circulars, Practice Note and Directives may only be used in the manner and for such purposes as expressly contemplated under these CDP Rules. "Circulars" are binding notices issued by the Depository regarding regulatory and non-regulatory matters pertaining to Depository Agents; "Practice Notes" are non-binding guidelines that seek to explain the application and interpretation of a CDP Rule. "Directives" are binding notices directing Depository Agents to take corrective or other actions in light of investor protection concerns.1.2.3 The order of precedence of the following instruments applicable to the Depository and Depository Agents shall be (in descending order of precedence):22.214.171.124 The Securities and Futures Act and other statutes126.96.36.199 CDP Rules188.8.131.52 Depository Agent Agreement184.108.40.206 Directives220.127.116.11 Circulars18.104.22.168 Practice Notes.1.2.4 In the event of any conflict between the provisions of the aforesaid instruments, the provisions in an instrument with a higher level of precedence shall prevail over the provisions in an instrument with a lower level of precedence.1.2.5 In the interpretation of any provision of these CDP Rules, a construction that would promote the purpose or object underlying these CDP Rules (whether the purpose is expressly stated in these CDP Rules or not) is to be preferred to a construction that would not promote that purpose or object.
Amended on 26 April 2013
1.3 Examples1.3.1 If these CDP Rules include an example of the operation of a rule:22.214.171.124 the example is not taken to be exhaustive; and126.96.36.199 if the example is inconsistent with the rule, the rule prevails.
1.4 CDP Rules to Prevail1.4.1 Save as provided in Rule 1.4.2 below, the relationship between the Depository and a Depository Agent shall be governed by these CDP Rules, the Depository Agent Agreement and the prevailing terms and conditions, Directives, Circulars or Practice Notes (which may contain prescribed procedures) governing the operations, facilities and services provided by the Depository (together, the "Depository Agent Terms").1.4.2 The Depository is only responsible for the performance of those duties which are expressly set out in the Depository Agent Terms. The Depository shall have no implied duties or obligations of any kind whatsoever.1.4.3 The Depository shall not be responsible for the accuracy, content or translation of any notice, circular, report, announcement or other material forwarded to any Depositor, unless the Depository has been negligent or fraudulent.
1.5 Amendment of CDP Rules1.5.1 The Depository is prohibited from making any amendments to the CDP Rules unless it complies with such requirements as prescribed by MAS or under the Securities and Futures Act. In addition to these requirements Board approval is required to effect any CDP Rule amendments. These safeguards are designed to promote regulatory transparency and accountability on the part of the Depository with respect to its rulemaking process and thereby promote investor confidence in the Depository.1.5.2 Any amendment to the CDP Rules shall not come into force unless the prescribed time periods for effecting rule amendments as contemplated under the Securities and Futures Act are met.1.5.3 Notwithstanding anything to the contrary as set forth above the Depository may effect Rule amendments in such manner as directed by MAS or pursuant to the Securities and Futures Act or other applicable laws.
1.6 Transitional Provision1.6.1 The Depository may, from time to time, publish transitional arrangements in relation to any amended or new rule(s).
2 Admission Criteria for Depository Agents
2.1 Category of Applicants
An applicant to become a Depository Agent must be an entity belonging to one of the following categories:2.1.1 a Trading Member or a Clearing Member;2.1.2 a trust company registered under the Trust Companies Act (Cap 336);2.1.3 a bank licensed under the Banking Act (Cap 19) or merchant bank approved by the MAS under the Monetary Authority of Singapore Act (Cap 186); or2.1.4 such other institution or person approved by the Depository from time to time.
A Depository Agent (or applicant to become a Depository Agent) shall furnish to the Depository information sufficient to demonstrate to the satisfaction of the Depository that it satisfies the requirements of this Rule and such other conditions the Depository may impose, including but not limited to the following requirements:2.2.1 it has the competence, physical capacity and financial resources to discharge its duties under the Depository Agent Agreement and it is able to meet any obligation it might reasonably be expected to incur thereunder;2.2.2 it is a fit and proper person to perform its duties under the Depository Agent Terms; and2.2.3 it holds a valid capital market services licence for providing custodial services for securities or is excluded or exempted from such requirement by the MAS or pursuant to the Securities and Futures Act.
2.3 General Duties
An applicant whose application to become a Depository Agent has been approved by the Depository shall:2.3.1 perform services as a Depository Agent for Sub-Account Holders in accordance with the Depository Agent Terms; and2.3.2 deposit book-entry securities with the Depository on behalf of the Sub-Account Holders.
2.4 Nominee Company Applicant
Where an applicant to be a Depository Agent is a nominee company:2.4.1 its holding company or parent bank must be a company regulated either by MAS or SGX-ST;2.4.2 it must furnish a banker's guarantee from a bank unrelated to the applicant, and acceptable to the Depository, to guarantee the due performance of its obligations under the Depository Agent Terms, and indemnify the Depository against all claims, losses, damages, costs, and expenses that may be incurred as a result of the breach, failure or inability of the applicant to perform any of its obligations; and2.4.3 its holding company or parent bank must provide a letter of undertaking in a form satisfactory to the Depository to be liable for any amount owing by the applicant.
2.5 Applicant's Agreement
An applicant whose application to become a Depository Agent has been approved by the Depository shall:2.5.1 abide by and be bound by the Depository Agent Terms as amended from time to time;2.5.2 pay to the Depository fees and charges, as reviewed from time to time, for providing operations, facilities and services, based on the Depository's fee schedule and any charges as may be set out for any failure to comply with the Depository Agent Terms;2.5.3 furnish to the Depository upon request all such information in respect of operations, facilities and services provided to it as may be required by the Depository which information shall be in the form certified by external auditors of the Depository Agent, or certified by a senior officer of the Depository Agent or by a person acceptable to the Depository, and verified by the external auditors of the Depository Agent. The Depository's right to be furnished with information under this provision shall extend to information relating to operations, facilities and services provided by the Depository under the Depository Agent Terms and the discharge of the Depository Agent's obligations thereunder, but shall not include information concerning its Sub-Account Holders unless disclosure of such information is required under the circumstances described in Rule 6.3; and2.5.4 comply with any other conditions that the Depository may from time to time prescribe for Depository Agents (whether generally or specific to any person).
2.6 Discretion to Approve/Reject Application
The Depository may, in its absolute discretion, without giving any reason, approve or reject an applicant's application for registration as Depository Agent.
3 Resignation by Depository Agent
3.1 Obligations of Depository Agent
If a Depository Agent wishes to resign it shall:3.1.1 give not less than three (3) months' written notice ("the resignation notice") to the Depository of its intention to resign and the effective date of resignation. The Depository may, at its discretion, vary or waive the three (3) months' notice;3.1.2 pay all outstanding charges owing to the Depository as at the effective date of resignation;3.1.3 fulfill all outstanding obligations to the Depository, including furnishing of an auditor's certificate or a banker's guarantee; and3.1.4 until its resignation is effective, continue to comply with the Depository Agent Terms.
3.2 Depository Agent's Outstanding Liabilities
Notwithstanding the resignation, the Depository Agent shall remain liable for all outstanding liabilities owing to the Depository under the Depository Agent Terms.
In the event that any Depository Agent resigns, the Depository Agent shall, as soon as possible:3.3.1 give written notice of its resignation to its Sub-Account Holders; and3.3.2 prior to the effective date of its resignation, transfer the Deposited Securities of the Sub-Account Holders to such other accounts indicated by the Sub-Account Holders.
3.4 Obligations of Depository
From the effective date of resignation of any Depository Agent, the Depository is not obliged to perform any of its obligations under these CDP Rules to the Depository Agent in respect of Sub-Accounts maintained with the Depository Agent.
4 Deposit and Withdrawal of Securities
4.1 Securities Accepted for Deposit
The Depository shall accept for deposit those securities it designates to be Eligible Securities.
4.2 Eligible Securities
Eligible Securities shall comprise of securities which meet the following criteria:4.2.1 being of good delivery and where applicable, accompanied by duly executed and properly stamped instruments of transfer in favour of the Depository or its nominee;4.2.2 capable of being held on a fungible basis;4.2.3 are not subject to any restrictions on foreign ownership, unless otherwise agreed to by the Depository; and4.2.4 are not subject to any restrictions on transferability in a book-entry system, unless otherwise agreed to by the Depository.
4.3 Discretion for Accepting/Rejecting Securities
Notwithstanding that securities are designated as an Eligible Security under Rule 4.1, the Depository may refuse to accept any deposit of securities or may designate that any security is no longer an Eligible Security, upon giving reasons for such refusal or designation.
4.4 Deposit of Eligible Securities
Eligible Securities shall be deposited into a direct Securities Account maintained with the Depository or in the name of a Depository Agent (for itself or on behalf of a Sub-Account Holder).
4.5 Fungible Basis
Deposited Securities are held by the Depository on a fungible basis.
The Depositor shall be deemed to represent and warrant that he has the power and authority to make the deposit of the Deposited Securities.
4.7 Deemed Depositor and Securities Account
The Depository Agent shall be regarded as the Depositor in respect of all the Deposited Securities credited to all the Sub-Accounts maintained by it and shall be deemed to maintain a Securities Account in respect of the said Deposited Securities. The Depository shall be under no obligation to recognize, even where having notice thereof, the interest of any Sub-Account Holder in the Deposited Securities.
4.8 Credit of Securities
The Securities Account of the Depositor shall only be credited with the quantity of securities accepted for deposit after the securities have been registered in the name of the Depository or its nominee. The Depository shall send the Depositor a statement showing the quantity of securities credited to his Securities Account.
4.9 Agents and Service Providers
The Depository is authorized to appoint agents and service providers, including (without limitation) depositories, sub-custodians and custodians to safe-keep Deposited Securities, and to utilize clearance systems and may delegate to any such person the exercise of its rights, powers and discretions and/or the performance of any of its functions or obligations under these CDP Rules. The Depository shall use reasonable care in selecting and appointing such agents, service providers and utilizing clearance systems. The Depository shall have no responsibility for the performance / non-performance by any depository, subcustodian or custodian appointed in respect of Foreign Securities of any such exercise or performance of functions or obligations so delegated unless the Depository has failed to take reasonable care in their selection.
4.10 Registration of Deposited Securities
All Deposited Securities shall be registered in the name of the Depository or its nominee.
A Depositor may withdraw physical securities from the Depository against the credit balance in his Securities Account, upon payment of any applicable fees and stamp duties. The Depository shall lodge with the Issuer such documents as may be required to transfer the securities to the Depositor or its nominee.
4.12 No Obligation to Deliver Marketable Lots
The Depository shall be under no obligation to deliver to the Depositor or its nominee in marketable lots or the same securities as that deposited by the Depositor.
5 Securities Account
5.1 Direct Securities Account
The Depository shall open and maintain a direct Securities Account for an individual or corporation which holds the Deposited Securities beneficially for his or its own account. The Depository shall deem and treat the Account Holder as absolute owner of the Deposited Securities and shall not be bound or compelled in any way to recognize the interest of any other person in respect of the Deposited Securities or any part thereof, even when having notice thereof. Such interest includes, without limitation, any beneficial or equitable interests these persons may have in the Deposited Securities.
5.2 Limit on Number of Direct Securities Accounts
Each Depositor (other than a Depository Agent) shall not have more than one direct Securities Account, held in his own name, with the Depository.
The Depository shall send to the Depositor:5.3.1 at the end of a period not exceeding six (6) months, a statement showing the number of book-entry securities held in his Securities Account at the date of the statement, except that, if there are no security balances in his Securities Account, no statement will be sent;5.3.2 after the end of each month, a statement of transactions effected in his Securities Account for the month, except that if there have been no transactions in that month, no such statement will be sent.
5.4 Notification of Errors
The Depositor shall notify the Depository of any error/discrepancy in the statement of account balances or statement of transactions within such time specified by the Depository.
5.5 No Security Interest
The Deposited Securities held in a Securities Account shall be held by the Depository in trust for the relevant Depositor. The Depository shall not mortgage, charge, hypothecate, pledge or deposit as collateral the Deposited Securities, unless otherwise provided by these CDP Rules.
6 Duties of Depository Agents
6.1 Opening of Sub-Accounts
A Depository Agent shall carry out the following obligations and obtain an external auditors' certification that it has complied with such obligations:6.1.1 open and maintain one or more Sub-Accounts for all Deposited Securities held for its own account.6.1.2 open and maintain a separate Sub-Account for each of its clients for all Deposited Securities held on account of such clients.6.1.3 at all times segregate the Deposited Securities held in each Sub-Account from those held in other Sub-Accounts.6.1.4 at all times segregate Deposited Securities held for its own account from Deposited Securities held for the account of each of its clients.
For the purpose of Rules 6.1.2 and 6.1.4, the Depository Agent's clients shall include clients of the Depository Agent's clients who are the beneficial owners of the Deposited Securities.
A Depository Agent shall maintain up-to-date records of Sub-Account Holders, containing such information as the Depository may specify from time to time.
6.3 Disclosure of Sub-Account Holders' Information
A Depository Agent shall disclose to the Depository such information as the Depository may require in relation to Sub-Account Holders if in the opinion of the Depository:6.3.1 such information is required in order to monitor foreign ownership or other shareholding limits imposed by law or by an Issuer;6.3.2 such information is required by any applicable law, regulation or order of any government, court, tribunal or other competent authority or by any contractual obligation imposed or binding on the Depository or any of its nominee(s);6.3.3 such information is required for purposes of investor protection; or6.3.4 the Depository Agent is required to provide such information to the Depository pursuant to the Depository Agent Terms.
6.4 External Auditor's Certification
The Depository Agent shall, within five (5) calendar months after the close of each financial year, cause its external auditors to certify in writing in a manner acceptable to the Depository, that its obligations in Rule 6.1 and such other obligation as prescribed by the Depository from time to time, have been duly complied with.
6.5 Failure to Submit within Deadlines6.5.1 Where a Depository Agent fails to submit any auditors' certification required by the Depository within the prescribed deadlines, the Depository may reprimand the Depository Agent either publicly or privately, unless an extension of time is granted.6.5.2 Any request for an extension of time shall be submitted to Depository at least seven (7) business days before the expiry of the prescribed deadline.
6.6 Appointment of Another Auditor
The Depository may, if it is not satisfied with the certification of the Depository Agent's external auditors, or where the Depository considers it appropriate, at any time appoint another auditor to render a certification required under Rule 6.4, and the costs and expenses incurred by the Depository in respect thereof shall be borne by the Depository Agent.
6.7 Binding Terms
A Depository Agent shall abide by and be bound by the Depository Agent Terms.
7 Transactions and Confirmation Notes
7.1 Debits and Credits
Securities Accounts will be debited or credited with securities by the Depository pursuant to transactions or instructions of the Depositors or Issuers, subject to the approval of the Depository (which shall not be unreasonably withheld) and conditions imposed by the Depository.
7.2 Segregation of Balances in Securities Account
The Depository shall have the right to segregate the Deposited Securities into different balances in a Securities Account. Such balances will be categorized by the Depository. Deposited Securities in the free balance may be freely transferred or sold by Depositors. Deposited Securities in any other balance are subject to such conditions as may be determined by the Depository and may not be freely transferable. For example, securities which are purchased but not paid for will only be transferred to the free balance upon payment therefor by the relevant Depositor to the Trading Member or Clearing Member.
7.3 Transfers and Confirmation Notes
On the due date of a transaction, the Depository shall effect book-entry transfers in the Securities Accounts of the seller and buyer and advise the Account Holders or the Depository Agent by way of a confirmation note dispatched through such method of notification as determined by the Depository from time to time.
The Depositors shall notify the Depository of any error/discrepancy in the confirmation note within such time specified by the Depository.
The Depository shall have the right to rectify any records maintained by it in respect of any Securities Account. The Depository shall notify the Depositor within three (3) business days after the date of making such rectification.
7.6 No Liability for Rectification
The Depository shall not be liable to any Depositor in respect of any such rectification, except such liability as may arise as a result of the negligence or bad faith of the Depository. In no event shall the Depository be liable to any Sub-Account Holder in respect of any such rectification.
8.1 Naming and Numbering
Each Sub-Account maintained by a Depository Agent shall bear the Depository Agent's account code number and a Sub-Account number.
8.2 Sub-Account Communication
The Depository shall not communicate with nor act on instructions from Sub-Account Holders.
The Depository shall be entitled to rely and act upon instructions of a Depository Agent in dealing with Sub-Accounts maintained for it and may assume that the Depository Agent has been duly authorized to give such instructions, notwithstanding any notice to the contrary.
9 Undertakings of the Depository Agent
The Depository Agent undertakes to the Depository that it shall:9.1.1 distribute to the Sub-Account Holders in accordance with their respective holdings in the Sub-Accounts as at the Record Date any cash, property or other rights that may be received from an Issuer through the Depository;9.1.2 unless otherwise agreed with Sub-Account Holders, keep each Sub-Account Holder duly informed of relevant information which may from time to time be issued by the Issuer or by the Depository in respect of Deposited Securities in his Sub-Account;9.1.3 furnish to each Sub-Account Holder such information as the Depository shall specifically direct, promptly after receipt of such direction from the Depository.9.1.4 give notice in writing to the Depository immediately upon the breach of any one or more of the representations and warranties referred to in the Depository Agent Agreement.
The Depository may terminate any Depository Agent immediately and without any prior notice upon the occurrence of any of the following events:10.1.1 the failure of the Depository Agent to perform or observe any of its duties or obligations or representations or warranties under the Depository Agent Terms within five (5) business days of any notice from the Depository to remedy such failure; or10.1.2 the voluntary liquidation of the Depository Agent otherwise than for the purpose of reconstruction or amalgamation approved by the Depository, or an Order of Court being made for its compulsory liquidation; or10.1.3 the Depository Agent entering into any composition or arrangement with its creditors; or10.1.4 the Depository Agent having a receiver or judicial manager or similar officer appointed over the whole or any part of its undertaking or its properties, revenues or assets; or10.1.5 any distress or execution being levied or enforced upon or sued out against any of the chattels or property of the Depository Agent.
10.2 Notice to Terminate
Notwithstanding Rule 10.1, the Depository may also terminate any Depository Agent, without giving any reason therefor, on giving not less than three (3) months in writing. The Depository Agent shall transfer its Deposited Securities to another Depository Agent within three (3) months of such notice of termination.
10.3 Obligations of Depository Agent
In the event that any Depository Agent is terminated for any reason whatsoever, the Depository Agent shall, as soon as possible:10.3.1 give notice of the termination to its Sub-Account Holders; and10.3.2 unless terminated under Rule 10.2, thereafter transfer the Deposited Securities of the Sub-Account Holders to such other accounts indicated by the Sub-Account Holders.
10.4 Obligations of Depository
From the effective date of termination of any Depository Agent, the Depository is not obliged to perform any of its obligations under these CDP Rules to the Depository Agent in respect of Sub-Accounts maintained with the Depository Agent.
10.5 Duties of Depository Agent
The terminated Depository Agent shall:10.5.1 pay all outstanding charges owing to the Depository;10.5.2 fulfill all outstanding obligations to the Depository, including furnishing of auditor's certificate or banker's guarantee; and10.5.3 until its termination is effective, continue to comply with the Depository Agent Terms.
10.6 Depository Agent's Outstanding Liabilities
Notwithstanding the termination, the Depository Agent shall remain liable for all outstanding liabilities incurred under the Depository Agent Terms.
10.7 Termination of Securities Account
The Depository may terminate any Securities Account on such terms that it may prescribe.
11 Fees and Expenses
11.1 Fees and Expenses Payable
Each Depositor will pay to the Depository such fees, charges, expenses and disbursements in respect of the operations, services and facilities provided by the Depository as specified by the Depository from time to time, such amounts to be payable at such times and in such manner as shall be specified by the Depository.
12 Violation of CDP Rules
12.1 Violation of CDP Rules
In the event of any breach of these Rules by a Depository Agent, the Depository shall have the right to:12.1.1 reprimand, whether publicly or privately, a Depository Agent;12.1.2 impose any restriction or condition on activities that a Depository Agent undertakes; and/or12.1.3 terminate the Depository Agent.
The liability of the Depository, its directors, officers, employees, representatives or agents arising out of, or in relation to any Deposited Securities shall be governed by these CDP Rules and the Depository Agent Terms.
13.2 Force Majeure
The Depository, its directors, officers, employees, representatives or agents shall not be liable for any losses or damages that may be suffered, incurred or sustained by any Depository Agent or any Account Holder or Sub-Account Holder, and shall not be responsible for failure to comply or delay in complying with any duty or obligation under or pursuant to these CDP Rules arising as a direct or indirect result of any reason, cause or contingency beyond its reasonable control, including (without limitation) natural disasters, act of God, industrial action, computer breakdown or sabotage, currency restrictions, war or terrorism, or the failure, suspension or disruption of any relevant stock exchange, clearance system or market.
13.3 No Liability
The Depository shall not be responsible for any loss or damage suffered by the Depositors as a result of or in connection with the Depository's performance or non-performance of its duties unless the same results from an act of negligence or fraud on the part of the Depository; in which event the Depository shall promptly replace any Deposited Securities which have been lost, stolen or destroyed. Where such replacement of lost, stolen or destroyed Deposited Securities is not possible, the liability of the Depository in connection with any Deposited Securities shall not exceed the lower of the market value of the Deposited Securities to which such loss or damage relates at the time of discovery of such negligence or fraud or at the time of proposed replacement.
In no event shall the Depository be responsible for any loss or damage suffered by a Sub-Account Holder as a result of the Depository performing its duties to a Depository Agent under these CDP Rules.
13.4 No Obligation for Deposited Securities
The Depository shall not be under any obligation to ensure that Deposited Securities are not forged or fraudulent and can be freely transferred or delivered without encumbrance and will not be responsible for any loss suffered by any Account Holder, Sub-Account Holder or Depository Agent.
13.5 Notification of Invalid Deposited Securities
The Depository will notify the Depositors immediately in the event that any Deposited Securities prove to be forged, fraudulent or invalid.
13.6 Limited Obligation on Instructions
Save for ensuring that written instructions bear signature(s) which in the Depository's sole opinion, corresponds to the specimen signature(s) of the Depositor(s) provided to the Depository, the Depository shall be under no obligation to ensure that instructions received from Depository Agents or Account Holders are not forged, fraudulent or invalid.
13.7 Notification on Instructions
The Depository will notify the Depositors immediately in the event that any instructions prove to be forged, fraudulent or invalid.
13.8 No Liability For Consequential Damages
Notwithstanding the foregoing, in no event shall the Depository be liable to the Depositors and Sub-Account Holders for indirect, special or consequential damages, even if advised of the possibility of such damages.
13.9 No Breach of Laws
Nothing in these CDP Rules shall obligate the Depository to perform any obligation or to allow, take or omit taking any action which will breach any law, rule, regulation or generally accepted market practice of any relevant government, stock exchange, clearance system, self-regulatory organization or market.
13.10 No Liability for Third Parties
The Depository shall not be responsible or liable for the acts or omissions, default or insolvency of any:13.10.1 depository, sub-custodian and custodian appointed in respect of Foreign Securities unless the Depository has failed to take reasonable care in their selection; or13.10.2 issuer of Eligible Securities.
14 Indemnity to Depository
Each Depository Agent shall indemnify the Depository, its officers, directors, employees, representatives and agents ("Indemnified Persons") and hold them harmless against all costs, fees (including legal fees on a solicitor and client basis), expenses, liabilities, taxes, assessments, losses, fines, penalties, losses and damages suffered or incurred by any of them directly or indirectly arising from or in connection with the following matters, except when the losses and damages are directly caused by the Depository's failure to act in good faith, or by an act of negligence or fraud on the part of the Depository:14.1.1 any breach by the Depository Agent of its obligations under the Depository Agent Terms;14.1.2 any wilful, unlawful or negligent act or omission by a Depository Agent;14.1.3 any legal proceedings or dispute resolution proceedings of any nature which the Depository Agent is a party to or required to take part in, and which requires the Depository's involvement ("Proceedings"), including production of information or documents, whether at the request of the Depository Agent or otherwise;14.1.4 the actions or omissions by the Indemnified Persons in reliance on instructions or communications believed in good faith by any of them to have been given by or on behalf of the Depository Agent or the failure of the Depository Agent to give instructions to the Depository; and14.1.5 any action by the Indemnified Persons in respect of the Deposited Securities, taken in good faith to comply with any law, regulation or order of any government, competent authority or any court or tribunal.
15.1 No Waiver
Failure or delay by the Depository to enforce any of these CDP Rules, Directives or Circulars will not be construed as a waiver of its rights.
The invalidity, illegality or unenforceability in whole or in part of any of the provisions of these CDP Rules or the Directives or Circulars, shall not affect the validity, legality and enforceability of the remaining part or provisions of the rest of these CDP Rules and the Directives or Circulars.
15.3 Non Exclusivity
The Depository's rights and remedies under these rules are cumulative and not exclusive of any rights or remedies provided by law or by any agreement.
15.4 Rights of Third Parties
Save as provided in CDP Rules 1.1.2, 13 and 14, a person who is not a party to these CDP Rules has no rights under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any terms of these CDP Rules.
16 Applicable Law
16.1 Applicable Law and Jurisdiction
These CDP Rules, Circulars, Practice Notes and Directives shall be governed by and construed in accordance with the laws of Singapore. Each Depositor irrevocably submits to the exclusive jurisdiction of the Singapore courts.
17 Definitions and Interpretation
Term Meaning A Account Holder has the same meaning as defined in the Act. Act means the Companies Act (Chapter 50) and any amendment, modification and re-enactment thereof and where the context permits, includes any subsidiary legislation or regulations made pursuant thereto. B business day means a day on which the Depository is open for business. Board means the board of directors of CDP. C CDP or Depository means The Central Depository (Pte) Limited and, where the context requires, shall include its nominees. CDP Clearing Rules means the CDP Clearing Rules applying to all dealings in securities which are cleared through CDP, as the same may be varied, amended or supplemented from time to time. CDP Rules means the rules as set out herein as the same may be varied, amended or supplemented from time to time. Circulars shall have the meaning ascribed to it in Rule 1.2.2. Clearing Member means an entity approved as a Clearing Member of CDP. D Deposited Securities means the securities deposited with the Depository by a Depositor. Depositor shall have the meaning ascribed to it in the Act. Depository Agent shall have the meaning ascribed to it in the Act. Depository Agent Agreement means the agreement entered into between the Depository and an applicant whose application to become a Depository Agent has been approved by the Depository, as the same may be varied, amended or supplemented from time to time and shall include the application form submitted by the applicant to become a Depository Agent. Directive shall have the meaning ascribed to it in Rule 1.2.2. E Eligible Securities means securities accepted or designated by the Depository or its nominee for deposit, custody, clearing or book-entry settlement. Exchange Trade means:
(1) a trade transacted on or through any electronic trading system maintained by SGX-ST for the automatic matching and execution of trades in securities listed and/or quoted on the SGX-ST pursuant to the SGX-ST Rules; or(2) a trade reported to SGX-ST pursuant to the SGX-ST Rules, including but not limited to married transactions; or(3) a trade reported by a Clearing Member to CDP, which CDP accepts for clearing in Inter-Broker Settlement; or(4) a trade (including, without limitation, trades in securities, commodities, options, derivatives or other financial instruments) transacted on such exchange (other than SGX-ST) with which CDP may have direct or indirect clearing arrangements from time to time, or in relation to which trade CDP has clearing arrangements in place;with the exception of such trades as CDP may from time to time stipulate as not being "Exchange Trades" falling under the CDP Clearing Rules
F Foreign Securities means securities issued by an issuer, which are deposited with a foreign depository, sub-custodian or custodian, for the purpose of the clearance and/or settlement of transactions of such securities on SGX-ST or a foreign stock exchange, or for the purpose of custody. I Indemnified Persons shall have the meaning ascribed to it in Rule 14.1. Inter-Broker Settlement means the system and process of settlement of Exchange Trades between the Clearing Members and CDP. Issuer means a company or any other person whose securities have been accepted or designated by the Depository as Eligible Securities. M MAS means the Monetary Authority of Singapore. P Practice Note shall have the meaning ascribed to it in Rule 1.2.2. Proceedings shall have the meaning ascribed to it in Rule 14.1.3 R Record Date means the date fixed by the Issuer for the purposes of determining entitlements to dividends or other distributions to or rights of holders of its securities. S securities has the same meaning as defined in the Act. Securities Account means the securities account maintained by a Depositor with the Depository (but does not include Sub-Accounts) and shall include the deemed securities account maintained by a Depository Agent with the Depository (as referred to in Rule 4.7). Securities and Futures Act means the Securities and Futures Act (Cap 289) and any amendment, modification and re-enactment thereof and where the context permits, includes any subsidiary legislation or regulations made pursuant thereto. SGX-ST means Singapore Exchange Securities Trading Limited. SGX-ST Rules means the SGX-ST Rules as the same may be varied, amended or supplemented from time to time. Sub-Account Holder shall have the meaning ascribed to it in the Act. Sub-Accounts means the securities sub-accounts maintained by each Depository Agent for its own account and for the account of its clients. T Terms and Conditions means the terms and conditions governing Securities Accounts, as the same may be varied, amended or supplemented from time to time. Trading Member means a person who is not a Clearing Member and whose Exchange Trades have been qualified by a Clearing Member in accordance with the CDP Clearing Rules.
17.2 General Principles of Interpretation17.2.1 Any words importing the singular number only shall, where the context permits, include the plural number and vice versa.17.2.2 Any words importing the masculine gender shall include the feminine gender and shall, where the context permits or requires, include a partnership or an incorporated company.17.2.3 Any reference to a particular rule in these CDP Rules shall include the sub-sections of that rule.17.2.4 References in these CDP Rules to statutory provisions shall be construed as references to those provisions as modified or re-enacted from time to time and to any subordinate legislation made under such provisions and shall include references to any repealed statutory provisions which have been so re-enacted (whether with or without modification).17.2.5 The headings in these CDP Rules are for convenience only and do not affect the construction of these CDP Rules.