The Monetary Authority of Singapore (MAS) has revoked the Capital Markets Services (CMS) Licence of Xen Capital Asia Pte Ltd (XCAPL), a capital markets service (CMS) licence holder, and reprimanded its Executive Director (ED) and former Chief Executive Officer (CEO), Ms Katrina Marie Ku Cokeng (Ms Cokeng), for breaches of the Securities and Futures Act (SFA), Securities and Futures (Licensing and Conduct of Business) Regulations (SFR), Securities and Futures (Financial and Margin Requirements for Holders of Capital Markets Services Licences Margins) Regulation (FMR), MAS Notice on Lending of Singapore Dollar to Non-Resident Financial Institutions for Holders of CMS Licence (SFA 04-N04), and its licence conditions.
2 XCAPL’s and Ms Cokeng’s breaches occurred despite MAS sending multiple reminders to XCAPL to make the relevant submissions or to furnish MAS with the required information.
3 XCAPL failed to
(a) submit its:
• audited financial statements for financial years 2022 and 2023;
• quarterly returns for financial year 2024 and for quarter ended 31 March 2025; and
• monthly Outstanding Singapore Dollar Credit Facility submissions for January 2024 to March 2025;
(b) notify of:
• its change of principal place of business;
• the resignation of an ED; and
• it having less than two full time appointed representatives in respect of each relevant regulated activity the Company is licensed to conduct under the SFA;
(c) put in place a compliance function that is commensurate with the nature, scale and complexity of its business; and
(d) ensure payment of its annual corporate fees for financial year 2024.
4 As an ED of XCAPL and subsequently its sole remaining director, Ms Cokeng was responsible for ensuring XCAPL’s compliance with MAS’ regulatory requirements and licence conditions. MAS found that Ms Cokeng was aware of XCAPL’s breaches, and that she had failed to take adequate measures to ensure that XCAPL complied with MAS’ regulatory requirements.
5 MAS takes a serious view of breaches committed by XCAPL and Ms Cokeng, in particular their blatant disregard of our regulatory requirements. MAS expects all financial institutions to adhere to their regulatory requirements at all times and for their Directors to carry out the duties and functions of their offices professionally and effectively.
Additional Information
Relevant Provisions under the SFA
• Section 85(1) of the SFA states the holder of a CMS licence must on a yearly basis on such date as the Authority may specify pay such licence fee for each regulated activity to which the licence relates as the Authority may prescribe.
• Section 93(1)(b) read with section 94(1)(b) of the SFA, a CMSL licence holder must inform the Authority if there is a change in the address of its principal place of business within 14 days of such a change, by submitting particulars to the Authority in Form 10.
• Section 107(1) of the SFA states that a holder of a CMS licence must, in respect of each financial year prepare a true and fair profit and loss account and a balance sheet made up to the last day of the financial year; and lodge that account and balance sheet with the Authority within 5 months, or such extension thereof permitted by the Authority under subsection (2), after the end of the financial year, together with an auditor’s report on the account and balance sheet.
Relevant Provisions under the SFR
• Regulation 13(b)(ii) of the SF(LCB)R states that the holder of a CMS licence shall, in a manner that is commensurate with the nature, scale and complexity of the business of the holder, put in place compliance function and arrangements including specifying the roles and responsibilities of officers and employees of the holder in helping to ensure its compliance with all applicable laws, codes of conduct and standards of good practice in order to protect investors and reduce the holder’s risk of incurring legal or regulatory sanctions that may be imposed by the Authority or any other public authority, financial loss, and reputational damage.
Relevant Provisions under the FMR
• Regulation 27(1) of the SF(FMR)R states that the holder of a CMS licence referred to in regulation 5 shall prepare (a) a statement of assets and liabilities in Form 1; and (b) a statement of financial resources, total risk requirement and aggregate indebtedness, where applicable, in Form 2 in respect of each quarter of a year or such longer period as the Authority may allow.
• Regulation 27(6) of the SF(FMR)R states that every statement referred to in regulation 27(1) or (5) shall be lodged with the Authority no later than 14 days, or such longer period as the Authority may allow, after the end of the period for which the statement is prepared.
• Regulation 27(8) of the SF(FMR)R states that for the purposes of section 107 of the Act, the holder of a CMS licence shall prepare and lodge with the Authority, by personal delivery or by pre-paid post, true and fair financial statements made up to the last day of each financial year in accordance with the provisions of the Companies Act (Cap. 50), together with an auditor’s report in Form 5.
• Regulation 27(9) of the SF(FMR)R states that the documents referred to in regulation 27(8) shall be accompanied by an auditor’s certification in Form 6 and a copy of each of the following documents duly lodged in accordance with regulation 26 – (a) a statement relating to the accounts of the holder in Form 3 and a statement relating to further information of the accounts of the holder in Form 4; and (b) where the holder is a person referred to in regulation 5, a statement of assets and liabilities in Form 1 and a statement of financial resources, total risk requirement and aggregate indebtedness in Form 2.
Relevant paragraph under SFA 04-N04
• Paragraph 3.3 of SFA 04-N04 states that a CMS licence holder must report to MAS, monthly, its aggregate outstanding S$ lending to non-resident financial institutions in the format in Appendix 1 of SFA 04-N04. A nil return is required where the Company does not have any aggregate outstanding S$ lending to non-resident financial institutions for a particular month. The Company must submit all of the information required in Appendix 1 no later than 10 working days after the reporting month.
