RES 1B – Rules, Ethics and Skills for Securities Dealers of Non-Exchange Members

Correct: Statement I is correct because when an existing client is identified as a Politically Exposed Person (PEP), the financial institution must obtain approval from senior management to continue the business relationship. Statement II is correct because establishing the source of wealth and source of funds through reasonable means is a mandatory requirement for any customer or beneficial owner classified as a PEP.

Incorrect: Statement III is incorrect because a change in a client’s status to a PEP is a risk factor requiring enhanced due diligence, not an automatic trigger for a suspicious transaction report; furthermore, if a report were required, it must be filed within 15 days of suspicion, not 30 days. Statement IV is incorrect because the regulatory requirement for the retention of client information and transaction records is five years after the termination of the business relationship, not ten years.

Takeaway: Enhanced due diligence for Politically Exposed Persons requires senior management oversight and source of wealth verification, while all related records must be maintained for a minimum of five years after the relationship ends. Therefore, statements I and II are correct.

Correct: Classifying the funds from the related corporation as the firm’s own money is the right answer because the regulatory definition of a ‘customer’ for the purpose of safeguarding money and assets specifically excludes related corporations of the license holder, provided the account is maintained wholly for the benefit of that related corporation. Since the funds are not considered customer money, they should not be placed in a trust account designated for clients.

Incorrect: The suggestion to deposit the funds into a customer trust account by the next business day is wrong because it incorrectly identifies the related corporation as a customer; placing non-customer funds in a trust account would actually result in improper commingling. Seeking written consent to use a trust account is irrelevant because the funds do not qualify for trust protection under the specific definitions provided. Treating the funds as customer money while deducting brokerage charges is incorrect because the related corporation does not meet the criteria for a customer in this context, and money intended for brokerage fees is itself excluded from the definition of money received on account of a customer.

Takeaway: For the purposes of trust account and asset segregation rules, the term ‘customer’ excludes the license holder’s own employees, officers, and related corporations when they are trading for their own benefit.

Correct: Statement I is correct because auditors have a mandatory duty to report any irregularities that could jeopardize client assets or indicate fraud directly to the regulator immediately upon discovery. Statement III is correct because if the firm is a member of a securities or futures exchange, that exchange must also be notified of the auditor’s findings to ensure market oversight. Statement IV is correct because the regulator has the statutory power to appoint an independent auditor to investigate a firm’s books if an irregularity is reported or if the firm fails to lodge its required reports.

Incorrect: Statement II is incorrect because the standard deadline for a licensed firm to lodge its audited profit and loss account and balance sheet is five months after the end of the financial year, not three months. While firms can apply for an extension, the baseline requirement is longer than stated in the statement.

Takeaway: Auditors act as a critical regulatory safeguard and must immediately report any material financial irregularities or threats to customer assets to both the regulator and relevant exchanges. Therefore, statements I, III and IV are correct.

Correct: Statement II is correct because an unusual or excessively complex ownership structure is explicitly identified as a high-risk factor that requires the performance of enhanced due diligence. Statement III is correct because representatives are obligated to immediately report any identified red flags or potential financial crime issues to their supervisor or the compliance team. Statement IV is correct because it is within a representative’s scope to recommend ending a business relationship if they suspect money laundering or terrorist financing risks cannot be managed.

Incorrect: Statement I is incorrect because the presence of high-risk indicators, such as an opaque or complex ownership structure, overrides the general eligibility for simplified due diligence typically granted to listed companies. When questionable information arises, the institution must conduct more thorough checks rather than simplified ones.

Takeaway: The discovery of high-risk indicators like complex ownership structures necessitates a shift from simplified to enhanced due diligence and requires immediate internal escalation. Therefore, statements II, III and IV are correct.

Correct: Allocating interest from customer funds to the customer while retaining interest on the firm’s own advanced funds is the right approach. Under the regulations, interest and returns from the investment of customer money must accrue to the customer. However, when a firm advances its own money to a trust account to prevent it from being under-margined or to maintain the account, the firm is entitled to keep any interest or returns earned on those specific advanced funds.

Incorrect: The suggestion to allocate all interest to the customer is incorrect because it overlooks the firm’s right to retain returns on its own advanced capital. The proposal to retain all interest as a management fee is wrong because interest earned on customer-owned funds must be held for the benefit of the customer. The option to wait for written instructions is incorrect because the accrual of interest to the customer is a regulatory requirement that applies automatically to the maintenance of trust accounts.

Takeaway: While interest on customer money in a trust account must be paid to the customer, firms are permitted to retain interest earned on their own funds advanced to the account.

Correct: Statement I is correct because the introduction of new financial products or services is explicitly defined as a material trigger event that requires a firm to review its enterprise-wide risk assessment. Statement II is correct because the regulatory expectation is that a risk assessment should involve both qualitative and quantitative analyses, evaluating data across all products, services, and delivery channels. Statement III is correct because senior management must provide formal approval and documentation for the risk assessment review, regardless of whether the review results in significant changes to the firm’s risk profile.

Incorrect: Statement IV is incorrect because a customer’s risk classification is based on a holistic assessment of multiple factors, such as their investment experience, source of funds, and age, rather than being automatically determined by the type of product they intend to trade. While complex products are a risk factor, they do not trigger an automatic high-risk status for every client.

Takeaway: Financial institutions must treat the launch of new products as a material event requiring a formal, senior-management-approved review of their enterprise-wide risk assessment to ensure all new potential financial crime risks are captured. Therefore, statements I, II and III are correct.

Correct: Maintaining a custody account with an overseas custodian is permitted for assets denominated in a foreign currency, provided the license holder obtains the customer’s prior written consent. The custodian must also be licensed, registered, or authorized to act as a custodian in the jurisdiction where the account is maintained.

Incorrect: The requirement to use a specific type of depository agent applies to securities listed on the local stock exchange or deposited with the central depository, not to foreign assets held abroad. The deadline for depositing assets into any custody account is the business day immediately following receipt or notification, with no regulatory extension for international transfers. While the customer agreement must specify the firm’s liability in the event of a custodian’s default, there is no legal requirement to provide a full guarantee against all losses.

Takeaway: CMS license holders must obtain prior written consent from customers before using overseas custodians for foreign currency assets and ensure the custodian is locally authorized.

Correct: Executing at least six transactions in specified investment products within the preceding three years is a valid criterion for assessing a customer’s knowledge or experience. This practical track record serves as an alternative to formal academic qualifications in finance-related fields.

Incorrect: The requirement for work experience in investment research or financial risk management specifically demands a minimum of three consecutive years within the last ten years; therefore, experience that is non-consecutive or only two years in duration does not qualify. Furthermore, while a learning module can demonstrate understanding, it must be administered by an independent body rather than being an internal training session conducted by the firm’s own compliance department.

Takeaway: To qualify for a specified investment product account without a relevant degree, a customer must meet specific thresholds for transaction frequency, consecutive work history, or independent learning.

Correct: The statement claiming a maximum fine of $100,000 for the lending of customer securities is the right answer because it misstates the maximum penalty, which is actually $50,000 according to the regulations for mishandling customer assets.

Incorrect: The statement regarding acts in Singapore for securities listed elsewhere is wrong because it is a true statement; the regulations have extraterritorial reach to ensure that conduct within the jurisdiction is regulated regardless of where the security is listed. The statement about the $50,000 fine for failing to maintain a custody account is wrong because it is a true statement; this is the specific penalty amount prescribed for various asset-handling violations. The statement about acts outside Singapore for local securities is wrong because it is a true statement; the law applies to any conduct that impacts the domestic market, regardless of the physical location of the participant.

Takeaway: Violations of rules governing the handling of customer assets generally carry a maximum fine of $50,000, and market misconduct rules apply to both domestic and international activities involving Singapore-linked securities.

Correct: The firm is permitted to pledge a customer’s assets only up to the amount the customer owes the firm. If the customer reduces their debt, creating an excess in the pledged amount, the firm must rectify this by transferring sufficient funds or assets to the lender to eliminate the excess as soon as possible, and no later than the following business day.

Incorrect: The suggestion to liquidate the customer’s assets is incorrect because the firm’s obligation is to reduce the pledge, not to sell the customer’s holdings. The idea that the firm can maintain the higher pledge based on aggregate customer debts is wrong because the regulations require that the claim against each individual customer’s assets must not exceed what that specific customer owes. Requiring a new written consent for a temporary excess is not a valid regulatory solution; the firm must instead take active steps to reduce the financial exposure of the pledge.

Takeaway: When a firm pledges customer assets to secure a loan, the amount pledged must never exceed the individual customer’s debt, and any discrepancies caused by debt repayment must be corrected by the next business day.

Correct: Wholesale banks are permitted to engage in a full range of banking activities but are subject to specific limitations regarding Singapore Dollar (SGD) transactions. They are allowed to accept SGD deposits provided the amount is at least S$250,000, but they are strictly prohibited from operating SGD savings accounts. This regulatory structure typically directs their business toward high-net-worth individuals and corporate entities rather than the general retail public.

Incorrect: The restriction where an institution cannot accept any SGD deposits from Singapore residents, but can accept them from non-residents with a S$250,000 minimum, applies to Offshore Banks, not Wholesale Banks. The rule prohibiting the acceptance of deposits from the public entirely, except from other banks or shareholders, describes the limitations placed on Merchant Banks. The ability to accept SGD deposits of any amount and offer savings accounts is a feature of Full Banks or Qualifying Full Banks, which have the broadest retail reach.

Takeaway: The primary distinction for Wholesale Banks in Singapore is their ability to accept Singapore Dollar deposits only if they meet a minimum threshold of S$250,000 and their prohibition from offering savings accounts.

Correct: Statement II is correct because it is factually false; matching orders are strictly prohibited as they create a false impression of active trading, regardless of whether a side arrangement is disclosed to a broker. Statement IV is correct because it is factually false; the regulatory framework imposes severe penalties for market misconduct, which include not only heavy fines but also imprisonment and the potential revocation of a professional license.

Incorrect: Statement I is incorrect because it is a factually true statement; a wash sale is defined as a transaction where the person who had an interest in the securities before the trade continues to have that interest afterward. Statement III is incorrect because it is a factually true statement; market manipulation involves any intentional interference with market forces, such as stabilizing or raising prices, to mislead the public.

Takeaway: Market conduct rules apply to all participants, and prohibited acts like matching orders or wash sales carry severe criminal and administrative penalties to ensure fair and transparent competition. Therefore, statements II and IV are correct.

Correct: The transaction is classified as an overseas-listed investment product. This classification triggers a mandatory Risk Warning Statement because these products are subject to foreign laws and disclosure standards that differ from those in Singapore. A critical component of this disclosure is that the Monetary Authority of Singapore has no power to compel the enforcement of the rules of overseas regulatory authorities or markets where the trade occurs.

Incorrect: The suggestion that it is a complex product requiring a suitability assessment is wrong because the Risk Warning Statement for overseas-listed products is a specific requirement based on the listing venue, regardless of whether the product itself meets the definition of a complex instrument. The idea that using a local custodian exempts the firm from disclosures is incorrect because the risks of overseas investing, such as different legal systems and settlement periods, apply regardless of the custodian’s location. Categorizing it as a restricted product for institutional investors is also wrong; retail investors may trade these products as long as they receive and acknowledge the required risk disclosures.

Takeaway: Investors in overseas-listed products must acknowledge a specific risk warning because Singapore regulators cannot enforce foreign rules and foreign markets may offer different levels of protection and disclosure.

Correct: The statement regarding the fine and imprisonment is the right answer because the law strictly prohibits the dissemination of false or misleading information that is likely to induce others to trade or affect the market price. If a person knows the information is false or is reckless as to its truth, they face criminal penalties including significant fines and jail time.

Incorrect: The suggestion that only internal disciplinary action applies is wrong because market manipulation and spreading false information are statutory offences that carry criminal liability beyond mere company policy. The claim that a minimum number of investors must be induced is incorrect because the prohibition focuses on the act of spreading misleading information and its likely effect, not a specific headcount of victims. The idea that a disclaimer provides an exemption is wrong because legal disclaimers cannot be used to shield an individual from the consequences of intentionally or recklessly publishing false material facts to deceive the market.

Takeaway: Market participants are strictly prohibited from disseminating false or misleading information to influence trading or prices, and doing so can result in severe criminal penalties.

Correct: Statement I is correct because holding a diploma in business management is one of the specified educational qualifications that satisfy the assessment criteria. Statement III is correct because having at least three consecutive years of work experience in accountancy within the last ten years meets the professional experience requirement. Statement IV is correct because passing a learning module from an independent body is a valid alternative for customers who do not initially meet the knowledge or experience criteria.

Incorrect: Statement II is incorrect because the minimum frequency for investment experience in unlisted collective investment schemes is six transactions within the preceding three years; four transactions are insufficient to meet this specific regulatory threshold.

Takeaway: The Customer Knowledge Assessment can be satisfied through specific academic qualifications, professional certifications, a minimum of six recent transactions, or relevant financial sector work experience. Therefore, statements I, III and IV are correct.

Correct: Statement I is correct because the redemption of interests in a collective investment scheme by a trustee or manager is specifically classified as an exempt transaction under market conduct rules, provided certain conditions are met. Statement II is correct because transactions executed by a broker-dealer are exempt if the trade was unsolicited, no advice was given, and the dealer is not an associate of the principal.

Incorrect: Statement III is incorrect because for connected persons, the law presumes they knew the information was price sensitive if they possessed it; actual knowledge only needs to be proven for tippees. Statement IV is incorrect because third-party professionals like lawyers and accountants are classified as connected insiders due to their business relationship with the corporation, not as tippees.

Takeaway: Market conduct rules classify specific activities like collective investment scheme redemptions as exempt and distinguish between connected insiders and tippees based on their professional relationship and the required burden of proof. Therefore, statements I and II are correct.

Correct: Statement I is correct because the law prohibits individuals from spreading information about price movements that are the result of illegal market activities. Statement III is correct because the statutory penalties for prohibited market conduct include a maximum fine of $250,000 and a potential prison sentence of up to 7 years. Statement IV is correct because the prohibition specifically targets those who disseminate such information while expecting to receive a direct or indirect benefit or consideration.

Incorrect: Statement II is incorrect because liability is not limited to the person who actually performed the illegal trade. The law also applies to those who circulate information about such trades if they are associated with the perpetrator or if they seek to profit from the resulting market movement.

Takeaway: Disseminating information about market movements caused by illegal activities is a serious offence, particularly when done for personal gain, and carries heavy fines and potential jail time. Therefore, statements I, III and IV are correct.

Correct: A unit in a listed real estate investment trust is the right answer because the regulations classify collective investment schemes that are trusts, invest primarily in real estate, and are listed on an exchange as Excluded Investment Products.

Incorrect: The option regarding asset-backed securities is wrong because these are specifically excluded from the definition of an EIP debenture even though they are a form of debt. The option regarding a scheme that allows securities lending is wrong because for a collective investment scheme to be an EIP, its constitutive documents must strictly prohibit the manager from engaging in securities lending or repurchase transactions. The option regarding a structured note is wrong because structured notes are explicitly excluded from the EIP category for debentures due to their derivative-like characteristics.

Takeaway: Excluded Investment Products generally include simpler instruments like listed real estate investment trusts and plain debentures, while excluding complex instruments like asset-backed securities and structured notes.

Correct: Statement I is correct because a sudden, unexplained shift in trading patterns, such as moving from penny stocks to blue chips, is a recognized red flag for transactions lacking economic sense. Statement II is correct because requests for investment services where the funds do not match the customer’s apparent wealth or profile suggest potential illicit origins. Statement IV is correct because maintaining multiple accounts with frequent, purposeless internal transfers can be a method used to layer or obscure the flow of funds.

Incorrect: Statement III is incorrect because while large cash deposits are red flags, the specific guideline for what constitutes a “large” or “substantial” cash amount in this context is S$20,000 or more, not S$15,000. Using a lower threshold as the definitive regulatory benchmark is a common misconception.

Takeaway: Suspicious transactions are identified by looking for patterns that lack economic logic, involve unexplained large cash sums, or are inconsistent with a customer’s established profile. Therefore, statements I, II and IV are correct.

Correct: Statement I is correct because the primary objective of the hawking prohibition is to protect retail investors from aggressive sales tactics and “boiler room” practices. Statement II is correct because the law provides exemptions for offers made to sophisticated parties, such as institutional or accredited investors, who do not require the same level of protection. Statement IV is correct because a representative must obtain consent or at least inquire about a customer’s interest before delivering a sales pitch in an unsolicited setting to avoid a hawking violation.

Incorrect: Statement III is incorrect because the penalty for a first-time securities hawking offense is a fine of up to $10,000 or imprisonment for up to 6 months. The higher penalty of a $250,000 fine and 7 years of imprisonment applies to more severe market conduct breaches, such as insider trading or market manipulation, rather than the specific offense of hawking.

Takeaway: Securities hawking rules are designed to prevent unsolicited pressure selling to retail clients, while exempting sophisticated investors and carrying lower penalties than major market abuse offenses. Therefore, statements I, II and IV are correct.

Correct: Statement I is correct because “U-turn” transactions, where funds are received from and then immediately sent back to the same jurisdiction, often lack a legitimate business purpose. Statement II is correct because high fund velocity with low balances suggests the account is being used as a temporary conduit rather than for investment. Statement III is correct because multiple unrelated depositors using one account makes it difficult to verify the true source of funds. Statement IV is correct because using endorsed third-party checks to settle trades is a classic red flag for concealing the identity of the payer.

Incorrect: None of the statements are incorrect. All four scenarios represent recognized patterns of suspicious activity that require further investigation and potential reporting to authorities. Common misconceptions include thinking that only cash transactions are suspicious, but these non-cash movements are equally critical red flags.

Takeaway: Identifying suspicious activity requires looking for transactions that deviate from normal patterns, such as circular fund flows or the unexplained involvement of third parties. Therefore, all of the above statements are correct.

Correct: Statement I is correct because the value of the collateral must be maintained at 100% of the market value of the securities throughout the borrowing and lending arrangement. Statement II is correct because the regulation provides a specific exemption from the collateral requirement when a license holder borrows securities from an accredited investor. Statement IV is correct because the written agreement must clearly state the capacities in which the arrangement was entered into and provide for the transfer of title to the securities.

Incorrect: Statement III is incorrect because the requirement to explain the risks of the arrangement and obtain the customer’s understanding in writing is mandatory; a verbal explanation is insufficient regardless of the customer’s experience level.

Takeaway: While collateral requirements for securities borrowing and lending may be waived when borrowing from accredited investors, all arrangements must be documented in writing and include mandatory written risk disclosures. Therefore, statements I, II and IV are correct.

Correct: The scenario describes an indicator of potential terrorism financing. This classification is used when a person receives funds from a religious or charitable organization and utilizes or transfers those funds within a relatively short period, or when a young person moves funds quickly after account opening.

Incorrect: The option regarding tax-related crimes is incorrect because those indicators focus on unconvincing motivations for opening accounts or frequent transfers to jurisdictions with high risks of tax evasion. The option regarding investment management services is incorrect because it refers to general requests where the source of funds is unclear, rather than specific rapid transfers from charitable entities. The option regarding safe deposit facilities is incorrect as it relates to the physical storage of assets that does not match a customer’s profile or business background.

Takeaway: Transactions involving the rapid movement of funds received from charitable or religious organizations are specifically classified as red flags for potential terrorism financing.

Correct: Opening a CPF Investment Account with an approved agent bank is a mandatory requirement for any member wishing to invest funds from their Ordinary Account into products like corporate bonds. This account facilitates the settlement and tracking of transactions specifically for the Ordinary Account investment scheme.

Incorrect: The suggestion that Special Account savings can be used for corporate bonds is wrong because corporate bonds are only permitted under the Ordinary Account scheme, not the Special Account. The claim that an investment account is needed for Special Account funds is incorrect because such accounts are only required for Ordinary Account investments. The statement that a member can invest their entire Ordinary Account balance is false because members must maintain a minimum balance of $20,000 in their Ordinary Account and are subject to a 35% investment limit for corporate bonds.

Takeaway: While both schemes have minimum balance requirements, only the Ordinary Account requires a dedicated investment account with an agent bank and permits investments in riskier assets like corporate bonds and gold.

Correct: Sarah should flag the insolvency because being a substantial shareholder of a company that has become insolvent is a specific criterion that can disqualify an individual from being considered fit and proper. This factor raises concerns about the applicant’s financial integrity and management history, which are essential for maintaining market standards.

Incorrect: The suggestion to ignore the insolvency is wrong because corporate insolvency where the applicant was a substantial shareholder is a relevant factor, not just personal bankruptcy. The suggestion to approve the application immediately is wrong because this finding is a significant red flag that must be formally evaluated during the licensing process. The suggestion to request a medical report is wrong because medical history is not a standard component of the fit and proper integrity assessment and does not address the financial integrity concern.

Takeaway: Being a substantial shareholder of an insolvent company is a key factor that can lead to an individual failing the fit and proper criteria for licensing.

Correct: Statement I is correct because the regulator has the authority to inspect the books of capital markets services license holders and their representatives to ensure regulatory compliance. Statement II is correct because the regulator acts as the central bank of Singapore, which involves conducting monetary policy and issuing currency. Statement III is correct because the regulator is responsible for approving securities exchanges and reviewing any amendments made to their rules and regulations to maintain market integrity.

Incorrect: Statement IV is incorrect because the regulator does not handle the day-to-day clearing and settlement operations; these are the operational responsibilities of the clearing houses and the central depository itself, although they are supervised by the regulator.

Takeaway: The Monetary Authority of Singapore serves a dual role as a central bank and an integrated supervisor with broad powers to inspect licensed participants and oversee the rules of market operators. Therefore, statements I, II and III are correct.

Correct: The statement regarding the commencement of civil penalty proceedings after an acquittal is the right answer because it is false. Under the regulatory framework, if a defendant has already been convicted or acquitted in a criminal trial for market misconduct, the authorities are prohibited from commencing civil penalty proceedings against that person for the same set of facts.

Incorrect: The statement about staying civil penalty proceedings is wrong because it is a true reflection of the rules; civil penalty actions must be paused if criminal proceedings are initiated for the same conduct. The statement regarding the withdrawal of charges is wrong because it is true; the MAS retains the right to pursue a civil penalty even if a criminal charge is withdrawn. The statement about the finality of civil penalty orders is wrong because it is true; once a civil penalty is ordered by the court, no criminal proceedings can be started for that same matter.

Takeaway: To prevent double jeopardy, criminal and civil penalty proceedings are mutually exclusive once a final verdict or order is reached, though a civil penalty can still be pursued if criminal charges are merely withdrawn.

Correct: Statement I is correct because locally incorporated banks providing fixed deposits under the CPFIS must maintain minimum capital funds of S$1.5 billion and hold a strong credit rating. Statement III is correct because members are permitted to sell SGX-listed investments one trading day after the purchase date, provided the agent bank has accepted the trade and the member has sufficient investible funds.

Incorrect: Statement II is incorrect because Statutory Board Bonds must be available to the general public to be included; they cannot be offered exclusively to institutional or accredited investors. Statement IV is incorrect because the service provider requirements are reversed; Gold ETFs are handled by brokers, while other gold products must be transacted through an Agent Bank.

Takeaway: CPFIS eligibility requires that products remain accessible to retail investors and that service providers meet specific capital or licensing standards to ensure member protection. Therefore, statements I and III are correct.

Correct: Statement II is correct because the Central Depository (CDP) operates as a bare trustee for book-entry securities, meaning it holds the legal title for the benefit of the depositors while ownership is transferred electronically. Statement IV is correct because the CDP’s status as a Qualifying Central Counterparty (CCP) allows its members to benefit from lower capital requirements for their trade and default fund exposures under international banking frameworks.

Incorrect: Statement I is incorrect because the Catalist board does not have minimum quantitative entry criteria such as profit or market capitalization; these are requirements for the Mainboard, whereas Catalist listings are determined by approved Sponsors. Statement III is incorrect because the Pre-Settlement Matching Service (PSMS) was introduced to replace manual phone-based trade matching with an automated straight-through processing environment to minimize operational risks and delays.

Takeaway: Candidates must distinguish between the sponsor-led Catalist listing model and the quantitative Mainboard requirements, as well as understand the CDP’s role in automating settlement and reducing capital costs for members. Therefore, statements II and IV are correct.

Correct: Listing by way of Introduction is the appropriate route when a company wants to list but does not need to raise funds. In this process, no shares are offered to the public, and the introductory document is not subject to the public comment period that is mandatory for an IPO prospectus.

Incorrect: The option regarding secondary listing is wrong because companies with a secondary listing must continue to comply with the laws of their home jurisdiction and are actually exempt from SGX’s continuing listing obligations, rather than the other way around. The option regarding an IPO is wrong because an IPO is specifically for issuing or offering shares to the public, and the public exposure period for the prospectus is two weeks, not four. The option regarding Global Depository Receipts (GDRs) is wrong because GDRs are specialist products intended for institutional and accredited investors on the Mainboard, not for retail investors on the Catalist board.

Takeaway: Companies not seeking to raise capital can list via Introduction, which avoids the public share offer and the public comment phase required for an IPO prospectus.