1.1.1 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, SGX RegCo, or any person or entity referred to under Rule 1.1.4 otherwise expressly agree with or expressly commit to any party, the benefit of any performance of 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. None of the Depository, its related corporations, SGX RegCo, any person or entity referred to under Rule 1.1.4, or their respective directors, officers, employees, representatives or agents (the "Relevant Persons") shall be liable to any other party. In particular, the Relevant Persons shall have no liability to any party affected or aggrieved by any alleged action or omission.

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.

1.1.4 The Depository may delegate, assign or grant authority to exercise any of its rights, powers, authorities and discretions under these Rules, including any right to enforce these Rules, to such person or entity as it may determine in its sole discretion, without consent from any Depository Agent.

Where these Rules provide that any power, authority or discretion is to be exercised by the Board, the Board may delegate, assign or grant authority to exercise such power, authority or discretion to any person or entity. The Board may authorise a delegate to sub-delegate.

1.1.5 SGX RegCo shall have the authority to exercise any rights, powers, authorities and discretions under these Rules, including the right to enforce these Rules. In the exercise of any such rights, powers, authorities and discretions under these Rules, SGX RegCo shall be bound to the same extent as CDP in respect of any obligations arising from the exercise of such rights, powers, authorities and discretions.

1.2.1 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):

1.2.4 Unless expressly provided otherwise, 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.

1.3.1 If these CDP Rules include an example of the operation of a rule:

1.4.1 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.

1.5.1 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.

1.6.1 The Depository may, from time to time, publish transitional arrangements in relation to any amended or new rule(s).

1.7.1  A Depository Agent shall, upon the Depository’s request, provide to the Depository any information or records that the Depository may require under Rules 2.5.3 or 6.3 or to make an authorised disclosure or perform any other act described in Rule 1.8.2. The Depository Agent irrevocably consents that the Depository may process, use and/or disclose the information or records it provides, for any purposes stated in Rules 1.8.2 and 6.3. The Depository Agent must ensure that any information or records provided do not contain untrue statements, are not misleading and include rather than omit any material statements.

 

1.7.2  Where the Depository Agent provides any information or records to the Depository, it undertakes that it has obtained the necessary consent from the parties concerned, or that it is otherwise permitted under law, to disclose such information or records to the Depository, and for the Depository to process, use and/or disclose the information or records, for the purposes set out in Rules 1.8.2 and 6.3.

 

1.8.1 The Depository will take all reasonable measures to protect information or records provided to it by or on behalf of a Depository Agent under these CDP Rules from unauthorised use or disclosure.