1、新加坡是一個多元文化的移民國家，是全球最國際化的國家之一，也是繼紐約、倫敦、香港之后的第四大國際金融中心。新加坡是東南亞國家聯盟成員國之一，也是世界貿易組織、英聯邦以及亞洲太平洋經濟合作組織成員經濟體之一。 新加坡交易所（Singapore Exchange，SGX）是亞太地區首家集證券及金融衍生產品交易於一體的企業股份制化交易所。2000年11月23日成為亞太地區首家通過公開募股和私募配售方式上市的交易所。 不同國家對期貨市場的監管使用不同的法律，監管法律沖突是期貨市場跨境監管面臨的主要問題。新加坡期貨市場建立之后，新加坡政府充分借鑒美歐期貨市場的成功經驗及失敗教訓，從政府管理人員到交易所工

2、作人員,都到美國芝加哥期貨市場學習,并聘請芝加哥交易所的顧問進行指導。同時,新加坡政府還派人去美國期貨交易管理委員會學習,全套引進其法律、法規,個別加以修改后,公布實施。解決了新加坡期貨市場的法律健全問題。所以研究新加坡的期貨市場監管政策，對于今后公司進入新加坡市場推動新加坡經紀業務的實施具有重要的現實意義。 Singapore Exchange（SGX）is Asias leading and trusted market infrastructure, facilitating the exchange of capital and ideas to create value for pe

3、ople, businesses and economies. As a multi-asset exchange operating equity, fixed income and derivatives markets to the highest regulatory standards, SGX is a vertically integrated business that provides listing, trading, clearing, settlement, depository and data services. With about 40% of listed c

4、ompanies and 90% of listed bonds originating outside of Singapore as well as established linkages across the region and in Europe, SGX is Asias most international and connected exchange. Offering a full suite of derivatives products across Asian equity indices, commodities and currencies, SGX is the

5、 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 adopt the Principles for Financial Market Infrastructure, the first and only central counterparty in the region to be fully approved by U.S. regulators

6、 as a Derivatives Clearing Organization and a Foreign Board of Trade, and is recognized by European Union regulators for both securities and derivatives. As Asias pioneering central counterparty, SGX is globally recognized for its risk management and clearing capabilities. In 2015, SGX was awarded D

7、erivatives 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 Risk. 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 in

8、cluding offices in Beijing, Hong Kong, London, Mumbai, Shanghai and Tokyo.市場監管概覽l 監管體系新交所是新加坡市場和結算所的一線監管機構。 我們與新加坡金融管理局、刑事部等政府部門密切協作，制定和實施有關條例和規定，致力于建設一個可持久發展的證券市場。SGX serves as a frontline regulator for the markets and clearing houses that it operates in Singapore. SGX works closely with the releva

9、nt regulatory authorities, including the Monetary Authority of Singapore (MAS) and the Commercial Affairs Department (CAD), to develop and enforce rules and regulations with a view to building an enduring marketplace.l 新交所是一家自我監管機構新交所是一家上市交易所和一線監管機構，屬于自我監管組織（SRO）。 除了承擔監管職責以外，新交所還具商業屬性。 這種雙重職能可能會相互沖突

10、，因此新交所建立了相應的預防機制。l 監管機構的組織結構為促進市場的公平、有序和透明，保證清算系統的安全和財務健康，新交所需要履行各種監管職能。 這些職能具體由以下監管部門執行:n 發行人監管部n 凱利板監管部n 會員監督部n 市場監控部n 執法部n 風險管理部n 結算風險n 監管政策部Rulebookl Key PrinciplesIn conducting its regulation of the market SGX has adopted six guiding principles. The first three principles relate to how we targe

11、t what we regulate while the next three principles relate to how we devise our rules and conduct our regulatory activities.n 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 prod

12、uct is suitable for an investor is largely a matter for the market users and their advisers. For this principle to 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 f

13、ocus on facilitating fair access to information for all market users as the fundamental building block for achieving 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 par

14、ticular type of listing or product is suitable for the various segments of our market.n Guiding Principle Two:Comprehensive 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 acti

15、vities of clearing and settlement will result in a loss of confidence and can effectively bring the market to a halt. 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 reliabl

16、e approach to the management of the counterparty risks from clearing and trading members as well as other risks within the clearinghouses.n Guiding Principle Three:Risk-Based Targeting of Regulatory ActivitiesIn order to make an optimal allocation of regulatory resources, SGX adopts a pragmatic risk

17、-based approach. Supervisory activities focused on principles one and two are tailored according to risk profiles we develop 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 bea

18、ring in mind the responsibilities of their own management to provide proper and thorough risk oversight of their business 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 an

19、d safe and efficient clearing outcomes.n Guiding Principle Four:Balanced Approach to International Best PracticeThe SGX 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 t

20、hat its rules and regulatory activities are consistent with international best practice for exchanges such as issuers being able to use International Financial Reporting Standards. At the same time, in pursuing regulatory outcomes, SGX seeks to strike an appropriate balance between internationally r

21、ecognised practices and local needs and conditions. We do not adopt an unthinking mechanical approach and we focus on the substance rather than the form in the rules.n Guiding Principle Five:TransparencySGX seeks to be open and transparent in all its regulatory operations to the extent consistent wi

22、th its statutory obligations and the public interest. In addition to statutorily mandated public consultations on rule amendments, SGX consults market users, where appropriate, on the proposed introduction of new products and initiatives. The SGX website publishes feedback received from market users

23、 on the public consultations, has a public register of listing rule waivers, and publishes “grounds for decision” by Disciplinary Committees.n Guiding Principle Six:SGX as a Frontline Regulator and Managing Regulatory ConflictMAS is the statutory regulator and has oversight over SGXs regulatory resp

24、onsibilities. SGX performs a frontline regulatory role in maintaining fair, orderly, and transparent markets, as well as safe and efficient clearing facilities.SGX maintains a continuous dialogue with market users. This market proximity improves our understanding of the businesses of market users an

25、d the compliance issues they face, enabling us to assess their compliance and to appropriately calibrate regulatory solutions 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 Corpo

26、rate Regulatory Authority (ACRA) on matters such as regulatory policies, risk management, regulatory oversight, and enforcement 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 comme

27、rcial objectives (“regulatory conflicts”). The Securities and Futures Act places a legal obligation on the Board and management of SGX to maintain effective governance arrangements for managing such conflicts. The arrangements include a Regulatory Conflicts Committee (“RCC”) of the Board, which ensu

28、res the adequacy and quality of resources for SGXs regulatory functions, the robustness of the decision-making structure, and 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 l

29、eading to Disciplinary Committee proceedings undertaken by it are disclosed to the public and/or to its members. This transparency 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

30、this conflict governance model is the most appropriate for our markets at this time. However, we are committed to vigilance 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 f

31、rom both the trading and the clearing aspects. The Market Surveillance unit conducts surveillance of trading activities. The analysts monitor the securities and derivatives markets to detect unusual trading activities and prohibited trading practices or conduct, including insider trading and market

32、manipulation.On the clearing side, the Risk Management unit monitors and manages SGXs counterparty risk exposure to clearing members for SGX trades.l Tradingn Securities MarketMarket Surveillance utilizes a real-time market surveillance system, which employs the latest technology to automatically al

33、ert analysts to irregular market behavior such as unusual price and volume movements.A Surveillance analyst who assesses whether 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

34、, we may require the listed company to indicate whether it knew why there might be unusual trading or inform the public of any material 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 co

35、ntained in Appendix 7.1 of the listing manual and include, amongst other events, mergers and acquisitions.n Derivatives MarketWith all contracts traded electronically, surveillance is conducted via a two-pronged approach - electronic surveillance and reviews of exception reports. Analysts assess mar

36、ket-related alerts and review exceptions for any unusual trading or trading irregularity. Once a potential trading irregularity is identified, the analysts would conduct an in-depth review. Potential violations are referred to the Enforcement Unit for further action.n ClearingSGXs securities and der

37、ivatives clearing houses guarantee the contract performance of all trades done on the respective exchanges which are cleared through the clearing members. This allows the clearing members to provide assurance of contract performance to their customers.To maintain the financial integrity and stabilit

38、y of our markets, Risk Management monitors and manages SGXs counterparty risk exposure to ensure that clearing members have adequate resources to meet obligations to SGX clearing houses. Any exception is promptly addressed through imposition of additional collateral or reduction of position limits.

39、In addition, Risk Management monitors SGXs financial resources to ensure that its clearinghouses have the requisite financial resources to back their guarantees. This is done by performing stringent daily stress tests.主板監管l 監管辦法n 新加坡的資本市場主要基于披露制度。 新交所的規則增加了以披露為基礎的制度，對發行人提出了高基準準入標準和持續要求。 該制度的基礎是要求上市發

40、行人及時向市場披露所有重大信息。 我們的要求以國際標準為基準，且與發達國家司法管轄權的最佳實踐保持一致。n 發行人監管部審查上市申請，以確保發行人符合所規定的最低要求。 發行人監管部在審查上市申請時，依賴于發行經理進行的盡職調查和及其意見，以確定申請人是否適合上市。n 發行人監管部監控發行人是否遵守上市規則。 如出現可能的違規行為，我們將進行調查，并考慮發行人的合規記錄和違規行為的嚴重程度，采取適當行動。Regulatory ApproachMain BoardSingapore operates a predominantly disclosure-based regime for capi

41、tal markets. SGXs Listing Rules augment the disclosure-based regime with high baseline admission standards and continuing requirements for issuers. A cornerstone of the regime is to require listed issuers to make timely disclosure of all material information to the marketplace. Our requirements are

42、benchmarked against international standards and are in line with best practices from developed jurisdictions.SGXs regulatory team reviews listing applications to ensure that issuers meet the minimum requirements prescribed. In reviewing listing applications, SGXs regulatory team relies on due dilige

43、nce carried out by issue managers and their representations to determine the applicants suitability to list.Effective 7 October 2015, where listing applications (including reverse takeovers) involve novel businesses or listing structures or are from a lesser-known jurisdiction, require specialist ex

44、pertise, or are of public interest, SGXs regulatory team may refer these to the Listings Advisory Committee.The Listings Advisory Committees role is advisory in nature. Where SGXs regulatory team adopts listing policies or makes listing decisions in accordance with the Listings Advisory Committees a

45、dvice, SGX remains responsible for its listing policies and listing decisions. Where SGXs regulatory team decides to depart from the Listings 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 SGX

46、s Regulatory Conflicts Committee or SGXs Board of Directors agrees with the Listings Advisory Committees advice, SGX remains similarly responsible for its listing policies and listing decisions.RequirementsA company may list on the Mainboard if it satisfies any of the three criteria below.Criterion

47、1Quantitative CriteriaMinimum consolidated pre-tax profit of at least S$30 million for the latest financial yearShareholding Spread25% 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%)

48、. At least 500 shareholders worldwide in the case of a secondary listing. Where the Exchange and the primary home exchange do 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 Tr

49、ack RecordAt least 3 yearsContinuity of ManagementAt least 3 yearsAccounting StandardSingapore, U.S., or International Accounting StandardsContinuing Listing Obligations (Primary)YesContinuing Listing Obligations (Secondary)Release all information and documents to the Exchange at the same time as th

50、ey are released to the home exchange and comply with such other listing rules as may be applied by the Exchange.Business OperationsNo requirement for operations in SingaporeIndependent DirectorsAt least 2 resident in SingaporeCriterion 2Quantitative CriteriaProfitable in the latest financial year an

51、d has a market capitalization of not less than S$150 million based on the issue price and post-invitation issued share capitalShareholding Spread25% 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 be

52、tween 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 established framework and an arrangement to facilitate the movement of shares, at least 500 shareholders in Singapore or 1,000 shareholders worldwid

53、e.Operating Track RecordAt least 3 yearsContinuity of ManagementAt least 3 yearsAccounting StandardSingapore, U.S., or International Accounting StandardsContinuing Listing Obligations (Primary)YesContinuing Listing Obligations (Secondary)Release all information and documents to the Exchange at the s

54、ame time as they are released to the home exchange and comply with such other listing rules as may be applied by the ExchangeBusiness OperationsNo requirement for operations in SingaporeIndependent DirectorsAt least 2 resident in SingaporeCriterion 3Quantitative CriteriaOperating revenue in the late

55、st completed financial year and a market capitalization of not less than S$300 million based on the issue price and post-invitation issued share capital. Real Estate Investment Trust and Business Trusts that have met the S$300 million market capitalization test but do not have historical financial i

56、nformation may apply under this rule if they are able to demonstrate that they will generate operating revenue immediately upon listing.Shareholding Spread25% of issued shares in the hands of at least 500 shareholders.(For market capitalization that is more than S$300 million, shareholding spread wi

57、ll 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 established framework and an arrangement to facilitate the movement of shares, at least 500 shareholders in Singapore or 1,000 shareholder

58、s worldwide.Operating Track RecordAt least 1 yearsContinuity of ManagementAt least 1 yearsAccounting StandardSingapore, U.S., or International Accounting 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 OperationsNo requirement for operations in SingaporeIndependent DirectorsAt least 2 resident in SingaporeC