Chapter 2 Admission and Registration of Trading Members, Chief Executive Officers and Trading Representatives

2.1 Trading Member Admission Criteria

2.1.1

To be eligible for admission as a Trading Member, an applicant must:

(a) unless otherwise exempted, hold a Capital Markets Services Licence for the regulated activity in which it will engage as a Trading Member;

(b) be qualified by a Clearing Member (unless it is admitted as a Clearing Member);

(c) satisfy the capital and financial requirements that SGX-ST prescribes;

(d) upon admission appoint and register a Chief Executive Officer with SGX-ST in accordance with Rule 2.6;

(e) have facilities and staff adequate for expeditious and orderly trading, operations and activities.

Added on 3 June 2019 3 June 2019.

An applicant that is exempted from holding a Capital Markets Services Licence pursuant to Regulations 2(3) and/or 2(4) of the Securities and Futures (Exemption from Requirement to Hold Capital Markets Services Licence) Regulations may be admitted only as a Remote Trading Member. If SGX-ST is of the view that the regulatory requirements of the Relevant Regulatory Authority of a prospective Remote Trading Member are not comparable to those contemplated under the Securities and Futures Act and/or the Rules, it shall have the discretion to prescribe additional requirements.

Added on 3 June 2019 3 June 2019.

2.2 Application Procedures

2.2.1

To become a Trading Member, an applicant must apply to SGX-ST in the form and manner that SGX-ST prescribes, and provide such information to SGX-ST as it may in its discretion require in connection with the application.

Added on 3 June 2019 3 June 2019.

2.2.2

The applicant must inform SGX-ST in writing of the Clearing Member who has agreed to qualify it (unless it is admitted as a Clearing Member). The applicant must submit to SGX-ST the agreement documenting the qualification of the applicant by the Clearing Member.

Added on 3 June 2019 3 June 2019.

2.2.3

SGX-ST may, in its absolute discretion, approve or reject an application to be a Trading Member, having due regard to, among other things, the appropriateness, financial condition, and fitness and propriety of the applicant, its substantial shareholders, Chief Executive Officer and Directors.

Added on 3 June 2019 3 June 2019.

2.2.4

Without derogating from Rule 2.2.3, the factors that SGX-ST may consider when approving an application to be a Trading Member include but are not limited to the following:

(a) whether the applicant or its substantial shareholders, is in the course of being wound up, or a resolution to do so is passed by shareholders, or a court order is made, to wind it up, whether in or out of Singapore;

(b) whether execution against the applicant or its substantial shareholders, in respect of a judgment debt has been returned unsatisfied in whole or in part, whether in or out of Singapore;

(c) whether the applicant or its substantial shareholders, has entered into an arrangement or composition with its creditors that is still in operation, whether in or out of Singapore;

(d) whether a receiver, a receiver and manager, judicial manager or such other person having similar powers and duties, has been appointed, whether in or out of Singapore, in relation to any property of the applicant or its substantial shareholders;

(e) whether SGX-ST is not satisfied with the financial standing of the applicant or its substantial shareholders;

(f) whether SGX-ST is not satisfied with the manner in which the applicant's business is to be conducted;

(g) whether the applicant, or any of its substantial shareholders, Chief Executive Officer or Directors is convicted of an offence involving fraud or dishonesty or is found by a court of law to have acted fraudulently or dishonestly, whether in or out of Singapore;

(h) whether the applicant, or any of its substantial shareholders, Chief Executive Officer or Directors has been convicted of an offence under the Securities and Futures Act or any other relevant applicable laws and regulatory requirements relating to the regulation of markets and licenced entities;

(i) whether the applicant, or any of its substantial shareholders, Chief Executive Officer or Directors is the subject of an investigation involving an allegation of fraud or dishonesty, whether in or out of Singapore;

(j) whether SGX-ST is not satisfied as to the educational or other qualification or experience of the Chief Executive Officer or Directors of the applicant;

(k) whether SGX-ST is not satisfied with the applicant's record of past performance;

(l) whether SGX-ST is not satisfied that the applicant, any of its Chief Executive Officer or Directors are able to satisfy such experience and competency requirements as SGX-ST may prescribe;

(m) whether SGX-ST has reason to believe that the applicant or any of its Chief Executive Officer or Directors may not perform their functions efficiently, honestly and fairly;

(n) whether SGX-ST has reason to believe that the applicant may not act in the best interests of its customers; and

(o) whether in SGX-ST's opinion, it would be contrary to the interests of the public to admit the applicant as a Trading Member.

Added on 3 June 2019 3 June 2019.

2.2.5

SGX-ST may approve an application subject to such conditions or restrictions as it may in its absolute discretion deem appropriate (the "Approval Conditions") including but not limited to restrictions on the applicant's scope of business and operations. SGX-ST shall inform the applicant of the imposition or withdrawal of any Approval Condition in writing. A breach of the Approval Conditions shall constitute a breach of this Rule.

Added on 3 June 2019 3 June 2019.

2.2.6

SGX-ST may, in its absolute discretion at any time, by notice in writing, vary or lift any Approval Condition or impose such further Approval Conditions as it may think fit.

Added on 3 June 2019 3 June 2019.

2.3 Appeals

2.3.1

If SGX-ST rejects an application to be a Trading Member, the applicant may, within 14 days after it is notified of SGX-ST's decision, appeal in writing to the SGX RegCo Board whose decision will be final.

Added on 3 June 2019 3 June 2019.

2.4 Register of Trading Members

2.4.1

An applicant approved by SGX-ST as a Trading Member will have its name entered in the Register of Trading Members. SGX-ST will notify all Trading Members of the effective date of admission of a Trading Member.

Added on 3 June 2019 3 June 2019.

2.5 Trading Rights

2.5.1

A Trading Member has access to organised markets established or operated by SGX-ST and/or such organised markets as SGX-ST specifies, unless such access is restricted under the Rules or by SGX-ST in writing.

Added on 3 June 2019 3 June 2019.

2.5.2

A Trading Member does not have the right to clear and settle contracts concluded on SGX-ST.

Added on 3 June 2019 3 June 2019.

2.5.3

Subject to Rule 2.5.4, a Trading Member may deal in securities or futures contracts that are listed or quoted on SGX-ST for any of the following:

(a) customers;

(b) its proprietary accounts; and

(c) proprietary accounts of its related corporations or Associated Corporations.

Added on 3 June 2019 3 June 2019.

2.5.4

A Remote Trading Member shall not deal in securities or futures contracts for customers resident in Singapore.

Added on 3 June 2019 3 June 2019.

2.6 Appointment and Registration of Chief Executive Officer

2.6.1

A Trading Member that holds a Capital Markets Services Licence must appoint one person as a Chief Executive Officer and register that person with SGX-ST as its Chief Executive Officer. The Chief Executive Officer must be approved by the Authority in accordance with the Securities and Futures Act.

Added on 3 June 2019 3 June 2019.

2.6.2

A Remote Trading Member must appoint one person as a Chief Executive Officer and register that person with SGX-ST as its Chief Executive Officer. The Chief Executive Officer must be a fit and proper person that is in the employment of, or acting for or by arrangement with, the Remote Trading Member and is principally responsible for the management and conduct of that part of the Remote Trading Member's business that is regulated by the Relevant Regulatory Authority.

Added on 3 June 2019 3 June 2019.

2.6.3

A Trading Member shall notify SGX-ST at least seven days prior to the appointment of a Chief Executive Officer.

Added on 3 June 2019 3 June 2019.

2.6.4

SGX-ST may in its discretion refuse the registration of a Chief Executive Officer.

Added on 3 June 2019 3 June 2019.

2.6.5

If SGX-ST refuses the registration of a Chief Executive Officer, the applicant may, within 14 days after it is notified of SGX-ST's decision, appeal in writing to the SGX RegCo Board whose decision will be final.

Added on 3 June 2019 3 June 2019.

2.7 De-Registration of Chief Executive Officer

2.7.1

A Chief Executive Officer will be deemed to be de-registered, and the Trading Member shall immediately notify SGX-ST, if the Chief Executive Officer:

(a) becomes of unsound mind;

(b) is made bankrupt, whether in or out of Singapore;

(c) is disqualified from holding office as a Chief Executive Officer or director under the Securities and Futures Act, the Companies Act or any other relevant law or regulation;

(d) ceases to be the Chief Executive Officer of the Trading Member, or gives or is given notice that he will cease to be the Chief Executive Officer of the Trading Member (whichever is the earlier);

(e) is subject to a compromise or scheme of arrangement with his creditors, whether in or out of Singapore;

(f) has execution in respect of a judgment debt returned unsatisfied in whole or in part; or

(g) is convicted of an offence involving fraud or dishonesty or is found by a court of law to have acted fraudulently or dishonestly, in each case whether in or out of Singapore.

Added on 3 June 2019 3 June 2019.

2.7.2

A Chief Executive Officer who is deemed de-registered will have his name deleted from the Register of Chief Executive Officers upon the date of deemed de-registration.

Added on 3 June 2019 3 June 2019.

2.8 Appointment and Registration of Trading Representatives

2.8.1

A Trading Member must register with SGX-ST persons who deal in securities or futures contracts on SGX-ST as Trading Representatives, unless exempted by SGX-ST.

Added on 3 June 2019 3 June 2019.

2.8.2

To be eligible for registration as a Trading Representative, an applicant must:

(a) be at least 21 years old;

(b) be a fit and proper person, in accordance with the Authority's Guidelines on Fit and Proper Criteria;

(c) possess a good track record of business conduct (if applicable);

(d) comply with the requirements of his Relevant Regulatory Authority for acting as a representative of his Trading Member in respect of the relevant regulated activities;

(e) not be a person who has previously been disallowed by an exchange or a regulatory body, whether in or out of Singapore, from acting as a representative in respect of the relevant regulated activities; and

(f) not be an undischarged bankrupt, whether in or out of Singapore.

Added on 3 June 2019 3 June 2019.

2.8.3

A Trading Representative may be entered into the Register of Trading Representatives only if his Trading Member has confirmed in writing to SGX-ST that the Trading Representative satisfies the registration criteria prescribed in Rule 2.8.2. The Trading Member shall maintain records evidencing the Trading Representative's satisfaction of the registration criteria in Rule 2.8.2 and shall provide all information that SGX-ST may require in the registration process.

Added on 3 June 2019 3 June 2019.

2.8.4

SGX-ST may in its discretion refuse the registration of a Trading Representative.

Added on 3 June 2019 3 June 2019.

2.8.5

If SGX-ST refuses the registration of a Trading Representative, the applicant may, within 14 days after it is notified of SGX-ST's decision, appeal in writing to the SGX RegCo Board whose decision will be final.

Added on 3 June 2019 3 June 2019.

2.8.6

Only Trading Representatives who have been registered by SGX-ST and entered into the Register of Trading Representatives may deal in securities or futures contracts on SGX-ST. A Trading Representative may begin to do so only upon his Trading Member being notified by SGX-ST that he or she has been entered into the Register of Trading Representatives.

Added on 3 June 2019 3 June 2019.

2.8.7

A Trading Representative must act for only one Trading Member, unless exempted by SGX-ST.

Added on 3 June 2019 3 June 2019.

2.9 De-Registration of Trading Representative

2.9.1

A Trading Representative will be deemed to be de-registered, and the Trading Member shall immediately notify SGX-ST, if the Trading Representative:

(a) becomes of unsound mind;

(b) is made bankrupt, whether in or out of Singapore;

(c) is subject to a compromise or scheme of arrangement with his creditors, whether in or out of Singapore;

(d) has execution in respect of a judgment debt returned unsatisfied in whole or in part;

(e) is convicted of an offence involving fraud or dishonesty or is found by a court of law to have acted fraudulently or dishonestly, whether in or out of Singapore;

(f) ceases to comply with the requirements of his Relevant Regulatory Authority for acting as a representative of his Trading Member in respect of the relevant regulated activities or is disallowed by the Relevant Regulatory Authority from so acting; or

(g) ceases to act as a Trading Representative for the Trading Member, or gives or is given notice that he will cease to be a Trading Representative of the Trading Member (whichever is the earlier).

Added on 3 June 2019 3 June 2019.

2.9.2

A Trading Representative who is deemed de-registered will have his name deleted from the Register of Trading Representatives upon the date of deemed de-registration.

Added on 3 June 2019 3 June 2019.

2.10 Compliance

2.10.1 Trading Member

(a) A Trading Member shall at all times comply with the Rules and continue to satisfy the admission criteria, any Approval Conditions, and any other conditions or restrictions imposed by SGX-ST from time to time.

(b) A Remote Trading Member shall comply with principles of good business practice in relation to the areas covered by those Rules that have been expressed to not apply to Remote Trading Members.

Added on 3 June 2019 3 June 2019.

2.10.2 Chief Executive Officer

(a) A Chief Executive Officer entered into the Register of Chief Executive Officers shall comply with the Rules where relevant and will be responsible for ensuring that the Trading Member complies with the Rules.

(b) A Chief Executive Officer may be liable for disciplinary action if he or the Trading Member breaches the Rules.

Added on 3 June 2019 3 June 2019.

2.10.3 Trading Representative

A Trading Representative shall comply with the Rules at all times and continue to satisfy the registration criteria and any conditions or restrictions imposed by SGX-ST from time to time.

Added on 3 June 2019 3 June 2019.

2.11 Payment

2.11.1

Trading Members, Chief Executive Officers and Trading Representatives must pay SGX-ST all fees, levies and charges that SGX-ST prescribes, within such time as SGX-ST prescribes. SGX-ST may reduce or waive any fee, levy or charge.

Added on 3 June 2019 3 June 2019.

2.12 Constitutional Documents

2.12.1

A Trading Member must inform SGX-ST in writing at least seven days before any change to its Constitution or equivalent constitutional documents takes effect.

Added on 3 June 2019 3 June 2019.

2.13 Business Name/Contact Details

2.13.1

A Trading Member must inform SGX-ST in writing at least seven days before it effects any change in its business name or contact details.

Added on 3 June 2019 3 June 2019.

2.13.2

A Trading Representative shall inform his Trading Member in writing of any change in his residential or mailing address or contact numbers within seven days of the change.

Added on 3 June 2019 3 June 2019.

2.13.3

A Trading Member shall inform SGX-ST in writing of any change notified to it by its Trading Representatives under Rule 2.13.2 within seven days of such notification.

Added on 3 June 2019 3 June 2019.

2.14 Board of Directors

2.14.1

A Trading Member must inform SGX-ST in writing of a change in the composition of its board of Directors within seven days of the change.

Added on 3 June 2019 3 June 2019.

2.14.2

A Trading Member may appoint a Director of an SGX-ST listed company as a non-executive Director, but not as an executive Director.

Added on 3 June 2019 3 June 2019.

2.15 Directorship of SGX-ST Listed Company

2.15.1

A Chief Executive Officer or a Trading Representative may be appointed as a non-executive director of an SGX-ST listed company (but not as an executive director) subject to the following:

(a) The Chief Executive Officer or Trading Representative must inform SGX-ST of the proposed appointment in writing at least 14 days before the effective date of appointment.

(b) The Chief Executive Officer or Trading Representative must furnish SGX-ST at least seven days before the effective date of appointment with:

(i) an explanation of how conflicts of interest that may arise from the dual appointments have been addressed; and

(ii) an undertaking to disclose to customers the directorship as and when necessary for the discharge of the Chief Executive Officer's or Trading Representative's responsibilities.

(c) The Trading Member must inform SGX-ST in writing at least seven days before the effective date of appointment that it is aware of the directorship and is satisfied that conflicts of interest have been sufficiently addressed.

Added on 3 June 2019 3 June 2019.

2.15.2

Possible conflicts of interest that the Chief Executive Officer or Trading Representative may need to consider and address include but are not limited to:

(a) how the Chief Executive Officer or Trading Representative would ensure unbiased advice and full disclosure to a customer of the Trading Member where the Chief Executive Officer or Trading Representative is in a position to influence the trading decision of the customers of the Trading Member; and

(b) how the Chief Executive Officer or Trading Representative would fulfil his obligations to the SGX-ST listed company and the Trading Member where the Chief Executive Officer or Trading Representative possesses information about the SGX-ST listed company that is not generally available to the public and is in a position to influence research recommendations or corporate finance activities of the Trading Member.

Added on 3 June 2019 3 June 2019.

2.16 Change in Control

2.16.1

A Trading Member must inform SGX-ST in writing as soon as it becomes aware of a formal decision to undertake or proceed with:

(a) any transaction that will or may result in a change in the legal or beneficial ownership of 20% or more of the Trading Member's issued share capital, and any subsequent increase of 5% or more of the Trading Member's issued share capital; or

(b) any change that will or may have the effect of altering control of the Trading Member.

Added on 3 June 2019 3 June 2019.

2.16.2

If control of a Trading Member changes, SGX-ST may impose conditions or restrictions on the Trading Member or revoke the Trading Member's trading rights in its absolute discretion, having due regard to, among other things, the financial condition and the fitness and propriety of the Trading Member as described under Rule 2.2.3.

Added on 3 June 2019 3 June 2019.

2.16.3

If SGX-ST revokes the Trading Member's trading rights, the Trading Member may, within 14 days after it is notified of SGX-ST's decision, appeal in writing to the SGX RegCo Board whose decision will be final.

Added on 3 June 2019 3 June 2019.

2.17 Other Businesses

2.17.1

A Trading Member must inform SGX-ST in writing at least 14 days before engaging in, or acquiring or holding any substantial shareholding in, any other business.

Added on 3 June 2019 3 June 2019.

2.17.2

A Chief Executive Officer must inform SGX-ST in writing at least 14 days before engaging in, or acquiring or holding any substantial shareholding in, any other business that might potentially conflict with being a Chief Executive Officer.

Added on 3 June 2019 3 June 2019.

2.17.3

A Chief Executive Officer must ensure that any proposed engagement or shareholding is agreed to by his Trading Member.

Added on 3 June 2019 3 June 2019.

2.17.4

A Trading Member or Chief Executive Officer must ensure that any proposed engagement (and any actions taken under it) or shareholding does not breach the Securities and Futures Act, the Rules or any applicable law or regulation.

Added on 3 June 2019 3 June 2019.

2.17.5

A Trading Member or Chief Executive Officer must supply SGX-ST with any information SGX-ST requires regarding the engagement or acquisition or holding of shareholding.

Added on 3 June 2019 3 June 2019.

2.17.6

SGX-ST may, at its discretion, object to any such engagement or acquisition of shareholding, in which event the Trading Member or Chief Executive Officer must not proceed with the engagement or acquisition of shareholding.

Added on 3 June 2019 3 June 2019.

2.17.7

SGX-ST may, at its discretion, impose conditions and restrictions on any engagement or acquisition of shareholding, including without limitation, a condition requiring that the Trading Member or Chief Executive Officer not proceed with the engagement or acquisition of shareholding before the expiry of such period as SGX-ST may specify.

Added on 3 June 2019 3 June 2019.

2.17.8

If an engagement or shareholding, in SGX-ST's opinion, is detrimental to the financial integrity, reputation or interests of SGX-ST, the Trading Member concerned or organised markets established or operated by SGX-ST, SGX-ST may impose or vary conditions connected with the engagement, or require the Trading Member or Chief Executive Officer to terminate the engagement or divest the shareholding.

Added on 3 June 2019 3 June 2019.

2.17.9

A Trading Member or Chief Executive Officer may, within 14 days after it is notified of SGX-ST's decision under this Rule 2.17, appeal in writing to the SGX RegCo Board whose decision will be final.

Added on 3 June 2019 3 June 2019.

2.17.10

A Trading Member must have in place controls and processes to ensure that its Trading Representatives do not engage in, or acquire or hold any substantial shareholding in, any other business that:

(a) involves a breach of the Securities and Futures Act, the Rules or any applicable law or regulation; or

(b) is detrimental to the financial integrity, reputation or interests of SGX-ST, the Trading Member concerned, or organised markets established or operated by SGX-ST.

Added on 3 June 2019 3 June 2019.

2.18 Reporting of Adverse Events

2.18.1

Save as provided in Rule 2.18.2, a Trading Member must inform SGX-ST immediately if it or any of its Chief Executive Officer, Directors, Officers, Trading Representatives, employees or agents:

(a) breaches the Securities and Futures Act, any law, regulation or requirement of the Relevant Regulatory Authority or any other relevant applicable laws and regulatory requirements relating to the regulation of organised markets and licensed entities;

(b) breaches the Rules;

(c) breaches any relevant law or regulation that governs that person's other business activities;

(d) breaches the rules of any other exchange;

(e) has been alleged or found to have breached director's duties under common law or applicable statute;

(f) is the subject of a written complaint or investigation involving an allegation of fraud or dishonesty, is convicted of an offence involving fraud or dishonesty or is found by a court of law to have acted fraudulently or dishonestly, whether in or out of Singapore;

(g) is the subject of any disciplinary action by the Trading Member involving suspension, termination, withholding of commissions, fines or any other significant limitation of activities;

(h) is experiencing an emergency or potentially debilitating situation that threatens its operations (e.g. a cyber threat or terrorist attack);

(i) engages in conduct that has the effect of circumventing the Securities and Futures Act, any relevant law, regulation or requirement of the Relevant Regulatory Authority, any other relevant applicable laws and regulatory requirements relating to the regulation of organised markets and licensed entities or the Rules;

(j) has had its licence or relevant approval to conduct the relevant regulated activities suspended, revoked or expired, or in the case where it is exempted from holding a licence or obtaining approval, the Relevant Regulatory Authority withdraws the exemption or imposes conditions or restrictions in respect of the relevant regulated activities;

(k) engages in conduct that is inconsistent with the principles of good business practice;

(l) engages in conduct detrimental to the financial integrity, reputation or interests of SGX-ST, or organised markets established or operated by SGX-ST;

(m) is insolvent or wound-up, or has had an insolvency or winding-up application presented, or an order made by a court of competent jurisdiction, or any step is taken or a resolution passed, for its winding-up, dissolution, judicial management or administration; or

(n) has had any attachment, distress, execution or legal process instituted against its assets, or has had any liquidator, receiver or any similar person appointed (or an application has been made for the appointment of such person) in respect of any of its assets.

Added on 3 June 2019 3 June 2019.

2.18.2

In the case of an emergency or potentially debilitating situation under Rule 2.18.1(h), the Trading Member may inform SGX-ST as soon as practicable, but in any case no later than one hour, after its discovery of the situation.

Added on 3 June 2019 3 June 2019.

2.18.3

SGX-ST may require a Trading Member to inform SGX-ST in respect of any other matters and in such form as SGX-ST determines.

Added on 3 June 2019 3 June 2019.

2.19 Voluntary Liquidation

2.19.1

A Trading Member must not commence voluntary liquidation without the prior written approval of SGX-ST.

Added on 3 June 2019 3 June 2019.

2.20 Cessation of Trading Rights

2.20.1

A Trading Member's right to access organised markets established or operated by SGX-ST will cease and it shall not enter any orders on such markets if:

(a) a resolution is passed by its shareholders, or a court order is made, to wind it up, or any judicial manager or similar official is appointed in respect of it;

(b) an arrangement or composition is entered into with its creditors under any law relating to bankruptcy or insolvency;

(c) its Capital Market Services Licence lapses, or it no longer meets the requirements to be or is no longer exempted from holding a Capital Market Services Licence, as the case may be;

(d) it is not qualified by a Clearing Member or its qualification by a Clearing Member has been suspended;

(e) it is declared a defaulter pursuant to Rule 2.21; or

(f) it is suspended under the Rules, including under Rule 2.22.

Added on 3 June 2019 3 June 2019.

2.20.2

When a Trading Member's right to access organised markets established or operated by SGX-ST has ceased, SGX-ST will notify all Trading Members of the effective date of cessation and the date of reinstatement of access rights (if applicable).

Added on 3 June 2019 3 June 2019.

2.20.3

A Trading Member whose right to access organised markets established or operated by SGX-ST has ceased must continue to comply with the relevant Rules. The Trading Member remains liable for all obligations incurred in connection with its activities on SGX-ST before its access right ceased.

Added on 3 June 2019 3 June 2019.

2.21 Action against Defaulters

2.21.1

SGX-ST may declare a Trading Member to be a defaulter if, in its opinion, the Trading Member:

(a) has failed, is unable or is unwilling, to fulfil its obligations to SGX-ST or its customers; or

(b) is apparently insolvent, is or is presumed or deemed insolvent or unable to pay its debts.

Added on 3 June 2019 3 June 2019.

2.21.2

A Trading Member that commits an act that may result in it being declared a defaulter under Rule 2.21.1 must inform SGX-ST immediately. A Trading Member against whom any such act is committed must also inform SGX-ST immediately.

Added on 3 June 2019 3 June 2019.

2.21.3

A Trading Member's access to organised markets established or operated by SGX-ST will cease pursuant to Rule 2.20.1 if it is declared a defaulter. Such access may be reinstated by SGX-ST in its absolute discretion.

Added on 3 June 2019 3 June 2019.

2.21.4

SGX-ST will notify all Trading Members of the declaration of default and the reinstatement (if applicable).

Added on 3 June 2019 3 June 2019.

2.21.5

SGX-ST may allow an open transaction with a defaulter to be closed as SGX-ST directs.

Added on 3 June 2019 3 June 2019.

2.21.6

Any action taken under this Rule 2.21 is in addition to any other action that SGX-ST is entitled to take against the Trading Member.

Added on 3 June 2019 3 June 2019.

2.22 Suspension and Restriction of Activities

2.22.1

SGX-ST may, in its discretion, suspend, or otherwise impose restrictions or conditions on the activities of a Trading Member, Chief Executive Officer or Trading Representative (as applicable) if:

(a) the Trading Member, Chief Executive Officer or Trading Representative has been charged with or is the subject of an investigation for any offence:

(i) under the Securities and Futures Act;

(ii) involving fraud or dishonesty, whether in or out of Singapore;

(iii) relating to director's duties; or

(iv) under any relevant law or regulation that governs that person's other business activities;

(b) the Trading Member at any time fails to continue to satisfy any admission criteria, Approval Condition or any other requirement that is necessary to be complied with for subsistence of its membership;

(c) the Trading Member is, in SGX-ST's opinion, in financial or operating difficulty, including but not limited to having insufficient capital for the conduct of its business or being in breach of any of the requirements set out in Rules 3.2 to 3.6;

(d) the Trading Member defaults on any transaction in securities or futures contracts on SGX-ST;

(e) the Trading Member breaches any term, condition or restriction imposed by SGX-ST pursuant to its powers under the Rules;

(f) the Trading Member is, in SGX-ST's opinion, engaging in conduct that is inconsistent with just and equitable principles of trading;

(g) the Trading Member is, in SGX-ST's opinion, conducting its activities in a manner detrimental to the financial integrity, reputation or interests of SGX-ST, or organised markets established or operated by SGX-ST;

(h) in SGX-ST's opinion, a review should be carried out in respect of the Trading Member's management policies or business conduct in the interests of the Trading Member, SGX-ST, or organised markets established or operated by SGX-ST; or

(i) it is necessary or desirable in the interests of maintaining a fair and orderly market or for ensuring a safe and efficient clearing facility, or for ensuring the integrity of the market or for proper management of systemic risk, or for investor protection, or it is directed by any authority.

Added on 3 June 2019 3 June 2019.

2.22.2

The suspension or restriction shall be for such duration as SGX-ST determines, save that in the case of a suspension or restriction by reason of the grounds under Rule 2.22.1(a), the suspension or restriction shall end when the Trading Member, Chief Executive Officer or Trading Representative is acquitted, the charge is not proceeded with, or no further action is taken in respect of the investigation.

Added on 3 June 2019 3 June 2019.

2.22.3

During the time a Trading Member is suspended, the Trading Member and its Trading Representatives:

(a) must not enter into a new transaction without the approval of SGX-ST; and

(b) remains liable to complete all contracts outstanding at the time of suspension. However, it must not deliver on any transaction or settle any transaction without the approval of SGX-ST.

Added on 3 June 2019 3 June 2019.

2.22.4

Other than suspending the Trading Member, the restrictions and conditions that SGX-ST may impose on the activities of a Trading Member include the following:

(a) requiring the Trading Member immediately to take or not take any action as SGX-ST in its discretion may determine;

(b) requiring any Director or Chief Executive Officer to step down from day-to-day conduct of the business affairs of the Trading Member, and/or require the Trading Member to not appoint any further or other Director or Chief Executive Officer without the prior approval of the SGX-ST; and

(c) appointing one or more persons as Manager, on such terms and conditions as the SGX-ST may specify, to:

(i) advise the Trading Member on the proper management of such of the business of the Trading Member as the SGX-ST may determine, and/or

(ii) take custody or control of the relevant business of the Trading Member as the SGX-ST may determine and/or

(iii) manage the business of the Trading Member.

SGX-ST will determine the remuneration of the Manager, which must be paid by the Trading Member. The Trading Member is solely responsible for the Manager's acts and defaults. The Manager must carry out directions given by SGX-ST in relation to the business of the Trading Member, including carrying on the business of the Trading Member in accordance with the instructions of SGX-ST. The appointment of such Manager may be revoked by the SGX-ST at any time if the SGX-ST is satisfied that the reasons for the appointment have ceased to exist or on any other ground. Upon such revocation, the Manager shall cease to act as such.

Added on 3 June 2019 3 June 2019.

2.22.5

The Trading Member shall comply with any of SGX-ST's directions issued under Rule 2.22.4 and any failure to do so will constitute a breach of the Rules.

Added on 3 June 2019 3 June 2019.

2.23 Termination of Membership

2.23.1

SGX-ST may terminate the membership of any Trading Member if the Trading Member's right to access organised markets established or operated by SGX-ST has ceased by reason of any of the grounds set out in Rule 2.20.1.

Added on 3 June 2019 3 June 2019.

2.23.2

Additionally, SGX-ST may terminate the membership of any Trading Member if the Trading Member:

(a) is dormant on SGX-ST for more than two consecutive years; or

(b) has failed to pay fees for more than two consecutive years.

Added on 3 June 2019 3 June 2019.

2.23.3

If a Trading Member's membership is terminated, the Trading Member's name will be deleted from the Register of Trading Members upon the effective date of termination.

Added on 3 June 2019 3 June 2019.

2.24 Notification and Appeal

2.24.1

Subject to Rule 2.24.2, SGX-ST will notify the relevant Trading Member, Chief Executive Officer or Trading Representative in writing:

(a) at least 14 days before it exercises its powers under Rule 2.21 or 2.22; and

(b) at least 30 days before it exercises its powers under Rule 2.23.

Added on 3 June 2019 3 June 2019.

2.24.2

If, in SGX-ST's opinion, it is necessary to protect the financial integrity, reputation or interests of SGX-ST, or organised markets established or operated by SGX-ST, it may exercise its powers under Rule 2.21 or 2.22 without prior notice to the Trading Member, Chief Executive Officer or Trading Representative. SGX-ST shall notify the Trading Member, Chief Executive Officer or Trading Representative in writing after it has exercised the powers.

Added on 3 June 2019 3 June 2019.

2.24.3

A Trading Member, Chief Executive Officer or Trading Representative may, within 14 days of being notified of SGX-ST's exercise of powers under Rule 2.21, 2.22 or 2.23.1, appeal in writing to the Appeals Committee.

Added on 3 June 2019 3 June 2019.

2.24.4

SGX-ST may announce such particulars as SGX-ST thinks fit, of any of its powers exercised under Rule 2.21, 2.22 or 2.23.

Added on 3 June 2019 3 June 2019.

2.25 Voluntary Suspension of Business

2.25.1

A Trading Member may request SGX-ST to suspend its membership temporarily. A Trading Member shall provide reasons for its request for voluntary suspension. SGX-ST may grant to the requesting Trading Member a temporary suspension for a period of up to 24 months, upon such terms and conditions as SGX-ST deems fit. Upon expiry of such period, the Trading Member must recommence business in Singapore.

Added on 3 June 2019 3 June 2019.

2.25.2

During the period of temporary suspension:

(a) the Trading Member's right to access organised markets established or operated by SGX-ST ceases and it shall not enter any orders on such markets;

(b) the Trading Member must not hold itself out or engage in any act that may give the impression that it is an active Trading Member.

Added on 3 June 2019 3 June 2019.

2.25.3

SGX-ST will waive continuing compliance of Rules 2.1.1(a) and (e) during the temporary suspension period.

Added on 3 June 2019 3 June 2019.

2.26 Resignation

2.26.1

If a Trading Member intends to resign, it must:

(a) give SGX-ST at least 30 days' written notice, stating the proposed date of resignation. SGX-ST may vary or waive the notice period. If the resignation is accepted, SGX-ST will notify all Trading Members of the effective date of resignation;

(b) not enter into any contract seven Market Days from the date of notice except with the written approval of SGX-ST;

(c) satisfy SGX-ST that it has taken, or will take, steps for the orderly winding down of its business with SGX-ST; and

(d) satisfy SGX-ST that it has fulfilled or is able to fulfil:

(i) its obligations to SGX-ST; and

(ii) its obligations to all its customers as SGX-ST may specify.

Added on 3 June 2019 3 June 2019.

2.26.2

SGX-ST shall have the absolute discretion to accept the resignation, postpone the effective date of the resignation and/or without prejudice to the courses of action available to SGX-ST, take such measures as it may determine appropriate before or after the resignation takes effect. Notwithstanding the foregoing, the SGX-ST may in its absolute discretion refuse to accept the resignation of a Trading Member if it is:

(a) conducting an investigation under the Rules, investigating a complaint or has initiated disciplinary proceedings against the Trading Member; or

(b) not satisfied that the Trading Member has fulfilled or is able to fulfil:

(i) its obligations to SGX-ST; and

(ii) its obligations to all its customers as SGX-ST may specify.

Added on 3 June 2019 3 June 2019.

2.26.3

If SGX-ST accepts a Trading Member's resignation, the Trading Member's name will be deleted from the register of Trading Members upon the effective date of resignation.

Added on 3 June 2019 3 June 2019.

2.26.4

A Trading Member must continue to comply with the Rules until the effective date of resignation.

Added on 3 June 2019 3 June 2019.

2.27 Obligations of a Former Trading Member, Former Chief Executive Officer and Former Trading Representative

2.27.1

A former Trading Member remains liable to SGX-ST and its customers for any liabilities incurred in connection with the Rules during the period of its membership. The former Trading Member also remains subject to disciplinary actions for any breach of the Rules committed during the period of its membership.

Added on 3 June 2019 3 June 2019.

2.27.2

A former Chief Executive Officer or former Trading Representative remains liable to SGX-ST for any liabilities incurred under or in connection with the Rules during the period of his registration. The former Chief Executive Officer or Trading Representative also remains subject to disciplinary actions for any breach of the Rules committed during the period of his registration.

Added on 3 June 2019 3 June 2019.

2.27.3

The following Rules shall continue to apply to a former Trading Member, a former Chief Executive Officer and a former Trading Representative — Rule 1.9 (Limitation of Liability), Rule 1.10 (Indemnity), Rule 1.11 (Provision of Information), Rule 1.12.2 (Disclosure of Information by SGX-ST), Chapter 12 (Supervision and Enforcement), this Rule 2.27, and any other Rules that contemplate and are capable of operation after the termination of a Trading Member's membership, or after the cessation or de-registration of a Chief Executive Officer or a Trading Representative, whether pursuant to this Rule 2.27 or otherwise.

Added on 3 June 2019 3 June 2019.