InvestaX首席执行官JulianKwan：新加坡STO指南解读

Julian Kwan is a graduate of the University of New South Wales in Australia and currently holds a license as Chief Representative Officer (CRO) from the Monetary Authority of Singapore. Julian has worked in various fields including social media, real estate, technology, and blockchain, and has served as an advisor in several family offices. He has also invested in real estate, Proptech, and blockchain startups through his family office, 2H Capital. Currently, he is focused on building a platform, InvestaX, that caters to the digital world.

Singapore has long been known for its open and innovative approach to holding and dealing with digital assets, thanks to its stable and consistent policies.

The Monetary Authority of Singapore (MAS) regulates tokens into three categories: utility tokens, payment tokens, and digital securities (security tokens). In Singapore, if a token has securities-like attributes, it is considered an investment product and must comply with the Securities and Futures Act and be regulated by MAS. This means that companies issuing such tokens must provide a prospectus, disclose their company details, and business conditions, just like any other company planning to go public.

Julian Kwan, CEO of InvestaX, is optimistic about the support Singapore offers in the digital securities space, stating that Singapore has the most progressive policies in supporting digital securities.

InvestaX is a digitally authorized investment platform by the Monetary Authority of Singapore, primarily used for investing in alternative assets such as real estate and private equities. In the field of digital securities, InvestaX has accumulated experience in digital securities issuance, financing, and management, and plays a platform role in alternative asset investment and secondary market trading.

As an industry observer, Julian has always treated digital securities issuance with caution and sensitivity.

"Regardless of the asset, the key point for issuing digital securities still lies in the value, risk, and returns of the asset. So, it's not about which country it is issued in, but from a personal perspective, Singapore and Switzerland may have a better environment," Julian said.

As early as the end of 2017, MAS provided initial guidance on regulating security tokens and provided preliminary exemptions for prospectus requirements for Security Token Offerings (STOs). In November 2018, MAS further updated the "Digital Token Offerings" guidelines. As a result, each token issuer should seek legal advice on whether their token constitutes a "security" or "capital markets product." If that is the case, such tokens will be regarded as "securities."

According to Blocklike, based on the guidelines and the Securities and Futures Act (SFA), digital securities could constitute:

1. Shares representing or conferring rights of ownership in a corporation; 2. Bonds constituting or evidencing a debt owed by the issuer of the digital token; 3. Units in a business trust, representing or conferring rights of ownership in the property of the business trust; 4. Derivative contracts based on securities, including any derivative product contract over shares, bonds, or units in a business trust in a collective investment scheme (CIS); 5. Units in a collective investment scheme (CIS) representing or conferring rights or interests in the CIS, or options or the right to acquire rights or interests in the CIS.

Currently, STOs planned in Singapore will be subject to the same regulatory regime as securities issuance and related products, including the prospectus filing requirements of the SFA. Generally, STOs can be exempted from the prospectus requirements in the following cases:

1. Small issuances, where the fundraising amount does not exceed SGD 5 million within 12 months; 2. Private placements, where fundraising is limited to a maximum of 50 investors within 12 months; 3. Limited to institutional investors only; 4. Limited to accredited investors (according to Section 4A(1)(a) of the Securities and Futures Act, an accredited investor refers to an individual with assets exceeding SGD 2 million or a corporation with assets exceeding SGD 10 million).

It should be noted that while exemptions are granted, the asset issuer still needs to be aware of certain restrictions, such as:

1. Stating only facts to potential investors and not making promises of returns, using exaggerated marketing language, or expressing personal opinions; 2. For crowdfunding platforms and STO trading platforms, promotion of ongoing fundraising projects is prohibited. Only information on completed fundraising is allowed; 3. If an Asset Management Company conducts an STO, they need to comply with additional restrictions.

"Digital securities have become a means for blockchain companies and technology startups to raise funds through crowdfunding," Julian explained. "Furthermore, several updated regulations are currently being discussed, which could potentially increase the number of underlying infrastructure. Our regulatory authorities are very positive and supportive of digital securities."

It can be observed that some changes in Singapore's financial innovation field will provide stronger protection for investors. These changes will also bring some flexibility in practical operations. Overall, it has already demonstrated the fact that MAS has made efforts to balance various demands among its multiple regulatory objectives.

From Julian's perspective, their focus is on alternative asset investments, including real estate and private equity. He believes that using digital securities to issue and hold such stocks will maximize the value of these assets.

According to his introduction, InvestaX currently has reliable records of 25 private equity investments, with 13 successful exits. At the same time, he mentioned three successful issuance cases on their platform:

- Singapore's private equity stock loan fund - US private equity fund for distressed real estate assets - Australian private equity fund for distressed real estate assets

Julian expressed his hope that InvestaX and their community will also "to the moon," using the phrase commonly used by cryptocurrency enthusiasts.

According to public information, the underlying infrastructure of Singapore's digital securities is still being developed.

Previously, it was reported that iSTOX, a platform in which the Singapore Exchange (SGX) participated as an investor, aims to be the first regulated platform in Asia that provides securities issuance and trading. On iSTOX, issuers can raise funds through STOs, and the platform will provide investment opportunities in digital securities for investors in compliance with the law. This allows digital securities holders to obtain liquidity through a secondary trading platform. The platform was approved to offer capital market services in early February this year and was included in MAS's FinTech Regulatory Sandbox at the end of May.

Julian concluded, "Currently, the industry needs to focus on primary market issuance; otherwise, there won't be any secondary market trading. Indeed, the infrastructure is still under construction, and that takes time. But what we see is that the quality of STOs in the market is showing significant improvements."

As the theme of "digital transformation" in Asia becomes increasingly clear, it is