Rulebooks: Contents

Rulebooks
Mainboard Rules
Catalist Rules
Definitions and Interpretation
Chapter 1 Introduction
Chapter 2 Sponsors
Chapter 3 Disciplinary and Appeals Procedures, and Enforcement Powers of the Exchange
Chapter 4 Equity Securities
Chapter 5 Reserved
Chapter 6 Reserved
Chapter 7 Continuing Obligation
Chapter 8 Changes in Capital
Chapter 9 Interested Person Transactions
Chapter 10 Acquisitions and Realisations
Chapter 11 Takeovers
Chapter 12 Circulars, Annual Reports and Electronic Communications
Chapter 13 Trading Halt, Suspension and Delisting
Chapter 14 Transition Rules
Appendices
Practice Notes
Code of Corporate Governance 2012
Code of Corporate Governance 2018
SGX-ST Rules
CDP Clearing Rules
CDP Settlement Rules
DVP Rules [Entire Rulebook has been deleted]
CDP Depository Rules
Futures Trading Rules
SGX-DC Clearing Rules
SIAC DT Arbitration Rules
SIAC DC Arbitration Rules
Archive
Rule Amendments

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  • Part II Equity Securities — Immediate Announcements

    • 702

      An issuer must release all announcements via SGXNET, unless specified otherwise.

    • Disclosure of Material Information

      • 703

        (1) An issuer must announce any information known to the issuer concerning it or any of its subsidiaries or associated companies which:
        (a) is necessary to avoid the establishment of a false market in the issuer's securities; or
        (b) would be likely to materially affect the price or value of its securities.
        (2) Rule 703(1) does not apply to information which would be a breach of law to disclose.
        (3) Rule 703(1) does not apply to particular information which satisfies the following conditions:

        Condition 1: a reasonable person would not expect the information to be disclosed;

        Condition 2: the information is confidential; and

        Condition 3: one or more of the following applies:
        (a) the information concerns an incomplete proposal or negotiation;
        (b) the information comprises matters of supposition or is insufficiently definite to warrant disclosure;
        (c) the information is generated for the internal management purposes of the entity;
        (d) the information is a trade secret.
        (4) In complying with the Exchange's disclosure requirements, an issuer must:
        (a) observe the Corporate Disclosure Policy set out in Appendix 7A, and

        Refer to Appendix 7A — Corporate Disclosure Policy.
        (b) ensure that its directors and executive officers are familiar with the Exchange's disclosure requirements and Corporate Disclosure Policy.
        (5) The Exchange will not waive any requirements under this Rule.

        Refer to Practice Note 7A — Continuing Disclosure and Practice Note 7B — Queries Regarding Unusual Trading Activity.

    • Announcement of Specific Information

      • 704

        In addition to Rule 703, an issuer must immediately announce the following:

        General

        (1) Any change of address of the registered office of the issuer or of any office at which the Register of Members or any other register of securities of the issuer is kept.
        (2) Any proposed alteration to the Memorandum of Association or Articles of Association or Constitution of the issuer.
        (3) [Deleted]
        (4) Any qualification or emphasis of a matter by the auditors on the financial statements of:
        (a) the issuer; or
        (b) any of the issuer's subsidiaries or associated companies, if the qualification or emphasis of a matter has a material impact on the issuer's consolidated accounts or the group's financial position.
        (5) If an issuer has previously announced its preliminary full-year results, any material adjustments to its preliminary full-year results made subsequently by auditors.

        Appointment or Cessation of Service

        (6)
        (a) Any appointment or cessation of service of key persons such as director, chief executive officer, chief financial officer, chief operating officer, general manager or other executive officer of equivalent authority, company secretary, registrar or auditors of the issuer. The announcement of an appointment or cessation of service of any director, chief executive officer, chief financial officer, chief operating officer, general manager or other executive officer of equivalent authority must contain the information contained in Appendix 7F or Appendix 7G, as the case may be.
        (b) In the case of a cessation of service of any director, chief executive officer, chief financial officer, chief operating officer, general manager or other executive officer of equivalent authority, such persons must inform the Exchange in writing as soon as possible if he is aware of any irregularities in the issuer which would have a material impact on the group, including financial reporting.
        (7) Any appointment or reappointment of a director to the audit committee. The issuer must state in the announcement whether the board considers the director to be independent. The issuer must also provide such additional disclosure as may be appropriate in the circumstances to enable its shareholders to assess the independence or otherwise of the appointed director. In the event of any retirement or resignation which renders the audit committee unable to meet the minimum number (not less than three) the issuer should endeavour to fill the vacancy within two months, but in any case not later than three months.
        (8) Any appointment of a person who is a relative of a director or chief executive officer or substantial shareholder of the issuer to a managerial position in the issuer or any of its principal subsidiaries. The announcement must state the job title, duties and responsibilities of the appointee, and the information required in Rule 704(6).
        (9) Any promotion of an appointee referred to in Rule 704(8).
        (10) Within 60 days after each financial year, the issuer must make an announcement of each person occupying a managerial position in the issuer or any of its principal subsidiaries who is a relative of a director or chief executive officer or substantial shareholder of the issuer as set out in Appendix 7C Part II. If there are no such persons, the issuer must make an appropriate negative statement. The Exchange may require the issuer to provide additional information on any such person, including his remuneration, any changes to his duties, responsibilities and remuneration package.
        (11) Any appointment of, or change in legal representative(s) (or person(s) of equivalent authority, however described), appointed as required by any relevant law applicable to the issuer and/or any of its principal subsidiaries, with sole powers to represent, exercise rights on behalf of, and enter into binding obligations on behalf of, the issuer and/or that principal subsidiaries.
        (12) For issuers with principal subsidiaries based in jurisdictions other than Singapore, any of its independent director's appointment or cessation of service from the board of these principal subsidiaries.

        Appointment of Special Auditors

        (13) The Exchange may require an issuer to appoint a special auditor to review or investigate the issuer's affairs and report its findings to the Exchange, or the issuer's sponsor, or the issuer's Audit Committee or such other party as the Exchange may direct. The issuer may be required by the Exchange to immediately announce the requirement, together with such other information as the Exchange directs. The issuer may be required by the Exchange to announce the findings of the special auditors.

        General Meetings

        (14) The date, time and place of any general meeting. All notices convening meetings must be sent to shareholders at least 14 calendar days before the meeting (excluding the date of notice and the date of meeting). For meetings to pass special resolution(s), the notice must be sent to shareholders at least 21 calendar days before the meeting (excluding the date of notice and the date of meeting).
        (15) Immediately after each general meeting and before the commencement of the pre-opening session on the market day following the general meeting, whether the resolutions put to a general meeting of an issuer were passed. The announcement shall include:
        (a) Breakdown of all valid votes cast at the general meeting, in the following format:

        Resolution number and details Total number of shares represented by votes for and against the relevant resolution For Against
        Number of shares As a percentage of total number of votes for and against the resolution (%) Number of shares As a percentage of total number of votes for and against the resolution (%)
        (b) Details of parties who are required to abstain from voting on any resolution(s), including the number of shares held and the individual resolution(s) on which they are required to abstain from voting; and
        (c) Name of firm and/or person appointed as scrutineer.

        Acquisitions and Realisations

        (16) Any acquisition of:
        (a) shares resulting in the issuer holding 10% or more of the total number of issued shares excluding treasury shares and subsidiary holdings, of a quoted company;
        (b) except for an issuer which is a bank, finance company, securities dealing company or approved financial institution, quoted securities resulting in the issuer's aggregate cost of investment exceeding each multiple of 5% of the issuer's latest audited consolidated net tangible assets. The announcement must state:
        (i) the aggregate cost of the issuer's quoted investments before and after the acquisition, and such amounts as a percentage of the latest audited consolidated net tangible assets of the issuer;
        (ii) the total market value of its quoted investments before and after the acquisition; and
        (iii) the amount of any provision for diminution in value of investments;
        (c) shares resulting in a company becoming a subsidiary or an associated company of the issuer (providing the information required by Rule 1010(3) and (5)); and
        (d) shares resulting in the issuer increasing its shareholding in a subsidiary or an associated company (providing the information required by Rule 1010(3) and (5)).
        (17) Any sale of:
        (a) shares resulting in the issuer holding less than 10% of the total number of issued shares excluding treasury shares and subsidiary holdings, of a quoted company;
        (b) except for an issuer which is a bank, a finance company, a securities dealing company or an approved financial institution, quoted securities resulting in the issuer's aggregate cost of investment in quoted securities falling below each multiple of 5% of the issuer's latest audited consolidated net tangible assets. The announcement must contain the same information as required under Rule 704(14)(b)(i) to (iii), relating to a sale instead of an acquisition;
        (c) shares resulting in a company ceasing to be a subsidiary or an associated company of the issuer (providing the information required by Rule 1010(3) and (5)); and
        (d) shares resulting in the issuer reducing its shareholding in a subsidiary or an associated company (providing the information required by Rule 1010(3) and (5)).
        (18) Any acquisition or disposal of shares or other assets which is required to be announced under Chapter 10.

        Winding Up, Judicial Management, etc

        (19) Any application filed with a court to wind up the issuer or any of its subsidiaries, or to place the issuer or any of its subsidiaries under judicial management.
        (20) The appointment of a receiver, judicial manager or liquidator of the issuer or any of its subsidiaries.
        (21) Any breach of any loan covenants or any notice received from principal bankers or from the trustee of any debenture holders to demand repayment of loans granted to the issuer or any of its subsidiaries which, in the opinion of the issuer's directors, would result in the issuer facing a cash flow problem.
        (22) Where Rule 704(19), (20) or (21) applies, a monthly update must be announced regarding the issuer's financial situation, including:
        (a) the state of any negotiations between the issuer and its principal bankers or trustee; and
        (b) the issuer's future direction, or other material development that may have a significant impact on the issuer's financial position.
        If any material development occurs between the monthly updates, it must be announced immediately.

        Announcement of Results, Dividends, etc

        (23) Any recommendation or declaration of a dividend (including a bonus or special dividend, if any), the rate and amount per share and date of payment. If dividends are not taxable in the hands of shareholders, this must be stated in the announcement and in the dividend advice to shareholders. If there is a material variation in the interim or final dividend rate compared to that for the previous corresponding period, the directors must state the reasons for the variation at the time the dividend is recommended or declared. If the directors decide not to declare or recommend a dividend, this must be announced together with the reason(s) for such decision.
        (24) After the end of each of the first three quarters of its financial year, half year or financial year, as the case may be, an issuer must not announce any:
        (a) dividend;
        (b) capitalisation or rights issue;
        (c) closing of the books;
        (d) capital return;
        (e) passing of a dividend; or
        (f) sales or turnover
        unless it is accompanied by the results of the quarter, half year or financial year, as the case may be, or the results have been announced.

        Books Closure

        (25) Any intention to fix a books closure date, stating the date, reason and address of the share registry at which the relevant documents will be accepted for registration. At least 5 market days of notice (excluding the date of announcement and the books closure date) must be given for any books closure date. Issuers could consider a longer notice period, where necessary. Subject to the provisions of the Companies Act, the Exchange may agree to a shorter books closure period. In fixing a books closure date, an issuer must ensure that the last day of trading on a cum basis falls at least 1 day after the general meeting, if a general meeting is required to be held.
        (26) The issuer must not close its books for any purpose until at least 8 market days after the last day of the previous books closure period. This rule does not prohibit identical books closure dates for different purposes.

        Sponsorship

        (27) If its sponsor will cease, or ceases to sponsor it for any reason, stating the reasons and effective date of such cessation.
        (28) Any confirmation made by the sponsor pursuant to Rule 228(5) upon receipt of such confirmation.
        (29) The appointment of a new sponsor.

        Use of Proceeds

        (30) The use of the IPO proceeds and any proceeds arising from any offerings pursuant to Chapter 8 as and when such funds are materially disbursed and whether such a use is in accordance with the stated use and in accordance with the percentage allocated in the offer document or the announcement of the issuer. Where there is any material deviation from the stated use of proceeds, the issuer must announce the reasons for such deviation.

        Treasury Shares and Subsidiary Holdings

        (31) Any sale, transfer, cancellation and/or use of treasury shares stating the following:
        (a) date of the sale, transfer, cancellation and/or use;
        (b) purpose of such sale, transfer, cancellation and/or use;
        (c) number of treasury shares sold, transferred, cancelled and/or used;
        (d) number of treasury shares before and after such sale, transfer, cancellation and/or use;
        (e) percentage of the number of treasury shares against the total number of shares outstanding in a class that is listed before and after such sale, transfer, cancellation and/or use; and
        (f) value of the treasury shares if they are used for a sale or transfer, or cancelled.
        (31A) Any sale, transfer, cancellation and/or use of subsidiary holdings stating the following:
        (a) date of the sale, transfer, cancellation and/or use;
        (b) purpose of such sale, transfer, cancellation and/or use;
        (c) number of subsidiary holdings sold, transferred, cancelled and/or used;
        (d) number of subsidiary holdings before and after such sale, transfer, cancellation and/or use; and
        (e) percentage of the number of subsidiary holdings against the total number of shares outstanding in a class that is listed before and after such sale, transfer, cancellation and/or use.

        Employee Share Option or Share Scheme

        (32) Any grant of options or shares. The announcement must be made on the date of the offer and provide details of the grant, including the following:
        (a) date of grant;
        (b) exercise price of options granted;
        (c) number of options or shares granted;
        (d) market price of its securities on the date of grant;
        (e) number of options or shares granted to each director and controlling shareholders (and each of their associates), if any; and
        (f) validity period of the options.

        Loan agreements / Issue of Debt Securities

        (33) When the issuer or any of its subsidiaries enters into a loan agreement or issues debt securities that contain a condition making reference to shareholding interests of any controlling shareholder in the issuer, or places restrictions on any change in control of the issuer, and the breach of this condition or restriction will cause a default in respect of the loan agreement or debt securities, significantly affecting the operations of the issuer:
        (a) The details of the condition(s) making reference to shareholding interests of such controlling shareholder in the issuer or restrictions placed on any change in control of the issuer; and
        (b) The aggregate level of these facilities that may be affected by a breach of such condition or restriction.
        (34) Any breach of the terms of loan agreements or debt issues which may have a significant impact on the operations of the issuer.

        Announcements by mineral, oil and gas companies

        (35)
        (a) Any material changes to the reserves and resources of a mineral, oil and gas company, including:
        (i) the basis upon which the issuer asserts the existence of any new material reserves or resources that has not been previously disclosed, in accordance with the requirements as set out in Practice Note 4C; and
        (ii) in addition, a summary qualified person's report in respect of the reserves and resources must be announced as soon as practicable.

        Where the announcement involves the reporting of new material reserves and resources that has not been previously disclosed, or a 100% change or more in reserves and resources that have been previously reported on, the summary qualified person's report must be prepared by an independent qualified person.
        (b) Any change in the Standard adopted by the issuer, including the reasons for the change and the impact, if any, on its existing stated level of reserves and resources.
        (c) [Deleted]

        Amended on 1 January 2011, 1 February 2011, 29 September 2011, 29 September 2011, 19 November 2012, 27 September 2013, 1 August 2015, 31 March 2017, 23 August 2018 and 1 January 2019.