Rulebooks: Contents

Rulebooks
Mainboard Rules
Definitions and Interpretation
Chapter 1 Introduction
Chapter 2 Equity Securities
Chapter 3 Debt Securities
Chapter 4 Investment Funds
Chapter 5 Structured Warrants
Chapter 6 Prospectus, Offering Memorandum and Introductory Document
Chapter 7 Continuing Obligations
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 Disciplinary and Appeals Procedures, and Enforcement Powers of the Exchange
Appendices
Practice Notes
Report of the Committee and Code of Corporate Governance
Catalist Rules
SGX-ST Rules
CDP Clearing Rules
DVP Rules
CDP Depository Rules
Futures Trading Rules
SGX-DC Clearing Rules
SIAC DT Arbitration Rules
SIAC DC Arbitration Rules
Rule Amendments

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  • Mainboard Rules

    • Definitions and Interpretation

      The following terms, unless the context requires otherwise, have the following meanings:—

      A   B   C   D   E   F   G   H   I   J   K   L   M   N   O   P   Q   R   S   T   U   V   W   X   Y   Z

      Term Meaning
      A
      "Act" or "Companies Act" the Companies Act (Chapter 50) of Singapore and any statutory modification or re-enactment thereof
      "admission" admission of securities to the Official List of the Exchange
      "annual accounts" the financial statements for the financial year in question, including the balance sheet, the profit and loss accounts, and the notes to the accounts
      "applicant" or "issuer" a company or other legal person or undertaking some or all of whose securities are the subject of an application for listing, or have been admitted to listing
      "associate" in the case of a company,
      (a) in relation to any director, chief executive officer, substantial shareholder or controlling shareholder (being an individual) means:—
      (i) his immediate family;
      (ii) the trustees of any trust of which he or his immediate family is a beneficiary or, in the case of a discretionary trust, is a discretionary object; and
      (iii) any company in which he and his immediate family together (directly or indirectly) have an interest of 30% or more;
      (b) in relation to a substantial shareholder or a controlling shareholder (being a company) means any other company which is its subsidiary or holding company or is a subsidiary of such holding company or one in the equity of which it and/or such other company or companies taken together (directly or indirectly) have an interest of 30% or more;

      in the case of a REIT, "associate" shall have the meaning defined in the Code on Collective Investment Schemes issued by the MAS; and in the case of a business trust,

      (a) in relation to any director, chief executive officer, or controlling shareholder of the trustee-manager, substantial unit-holder or shareholder of the trustee-manager, substantial unit-holder or controlling unit-holder of the business trust (being an individual) means:—
      (i) his immediate family;
      (ii) the trustees of any trust of which he or his immediate family is a beneficiary or, in the case of a discretionary trust, is a discretionary object; and
      (iii) any company in which he and his immediate family together (directly or indirectly) have an interest of 30% or more; and
      (b) in relation to the controlling shareholder of the trustee-manager or substantial unit-holder or controlling unit-holder of the business trust (being a company) means any other company which is its subsidiary or holding company or is a subsidiary of such holding company or one in the equity of which it and/or such other company or companies taken together (directly or indirectly) have an interest of 30% or more
      "associated company" a company in which at least 20% but not more than 50% of its shares are held by the listed company or group
      B
      "Board" the Exchange's board of directors
      "books closure date" the date fixed by an issuer for the purpose of determining entitlements to dividends or other distributions or rights of holders of its securities
      "borrowing company" means a company that is or will be under a liability (whether or not such liability is present or future) to repay any money received or to be received by it in response to an invitation to the public to subscribe for or purchase debt securities of the company
      C
      "CDP" or "Depository" the Central Depository (Pte) Limited
      "capital" share capital including preference shares
      "class" equity securities or debt securities, the rights of which are identical (and in addition, for debt securities, which form a single issue or series). For this purpose a temporary difference, such as for the next dividend payment, is ignored
      "chief executive officer" the most senior executive officer who is responsible under the immediate authority of the board of directors for the conduct of the business of the issuer
      "circular" a document issued to holders of listed securities in connection with seeking the holders' approval, excluding notices of meeting, annual reports and accounts, interim accounts and proxy forms
      "Code" the Code of Corporate Governance issued by the Committee on Corporate Governance on 4 April 2001, as from time to time amended, modified or supplemented
      "company" or "corporation" a company wherever incorporated or otherwise established
      "company warrants" equity securities carrying rights to subscribe for or purchase shares from the issuer
      "conflicts of interest" situations as described in Rule 223 of this Manual
      "connected persons" in relation to a company means a director, chief executive officer or substantial shareholder or controlling shareholder of the company or any of its subsidiaries or an associate of any of them;

      in relation to a REIT means a director, chief executive officer or controlling shareholder of the manager or substantial unit-holder or controlling unit-holder of the REIT or any of its subsidiaries or an associate of any of them; and

      in relation to a business trust means director, chief executive officer or controlling shareholder of the trustee-manager or substantial unit-holder or controlling unit-holder of the business trust or any of its subsidiaries or an associate of any of them
      "control" the capacity to dominate decision-making, directly or indirectly, in relation to the financial and operating policies of a company
      "controlling interest" the interest of the controlling shareholder(s)
      "controlling shareholder" a person who:—
      (a) holds directly or indirectly 15% or more of the total number of issued shares excluding treasury shares and subsidiary holdings in the company. The Exchange may determine that a person who satisfies this paragraph is not a controlling shareholder; or
      (b) in fact exercises control over a company
      "convertible debt securities" debt securities convertible into or exchangeable for equity securities, and debt securities with non-detachable options, warrants or similar rights to subscribe for or purchase equity securities attached
      "convertible equity securities" units of shares including, but not limited to, options, warrants, or other transferable rights to subscribe for or purchase shares
      "convertible securities" convertible equity securities or convertible debt securities
      D
      "debt securities" debentures, units of debentures, and securities (other than equity securities) classified by the Exchange as debt securities
      "Designated Market-Maker" an entity approved as a Designated Market-Maker in accordance with the Rules and Bye-Laws of SGX-ST
      "direct interest" in relation to a securities holder, securities registered in his own name and securities held in his direct securities account with CDP
      "domestic corporation" a company incorporated in Singapore
      E
      "equity securities" shares (including preference shares) and convertible equity securities, and securities (other than debt securities) classified by the Exchange as equity securities
      "Exchange's listing rules", "Rules" or "this Manual" the provisions of this Manual (excluding the Best Practices Guide, the Code and the Practice Notes) as from time to time amended, modified or supplemented
      "executive officers" the management team (excluding directors) of an issuer, REIT manager, or trustee manager, as the case may be, including its chief executive officer, chief financial officer, chief operating officer and any other individual, regardless of title, who (a) performs or has the capacity to perform any function or responsibility equivalent to that of the foregoing persons or (b) is responsible for ensuring that the issuer complies with its obligations under the Exchange's listing rules
      "expert" includes engineer, valuer, accountant, financial adviser and any other person whose profession or reputation gives authority to a statement made by him
      F
      "financial year" in relation to any company, means the period in respect of which any profit and loss accounts of the corporation laid before it in general meeting is made up, whether that period is a year or not
      "foreign corporation" a company incorporated outside Singapore
      "foreign debt securities" debt securities that are issued by foreign corporations, supranational bodies, governments or governmental bodies
      "foreign equity securities" equity securities that are issued by foreign corporations
      "foreign issuer" an issuer incorporated or otherwise established outside Singapore
      G
      "group" the issuer and its subsidiaries, if any (and the guarantor company, if any)
      "guarantor company" in relation to a borrowing company, means a company that has guaranteed or has agreed to guarantee the repayment of any money received or to be received by the borrowing company in response to an invitation to the public to subscribe for or purchase debt securities of the borrowing company
      I
      "immediate family" in relation to a person, means the person's spouse, child, adopted child, step-child, sibling and parent
      "investment fund" means a collective investment scheme and includes an investment company, a mutual fund and a unit trust
      L
      "issue manager" includes financial advisers advising on reverse takeover applications
      "life science company" a company that is involved in research and development or production or commercialisation of any item using living organisms or their life processes, which is based on biology, medicine, or ecology
      "listed" admitted to the Official List of the Exchange and not removed
      "local debt securities" debt securities issued by domestic corporations or local bodies
      "local equity securities" equity securities issued by domestic corporations
      M
      "managerial position" means a position equivalent to, or more senior than, the head of a department or division (whether organized by function, product or territory)
      "market day" a day on which the Exchange is open for securities trading
      "member company" an entity that has been approved as a Clearing Member Company or a Non-Clearing Member Company of SGX-ST in accordance with the rules of SGX-ST, as in effect from time to time
      "mineral, oil and gas company" a company whose principal activities consist of exploration for or extraction of minerals, oil or gas.This excludes companies that purely provide services or equipment to other companies engaged in such activities
      O
      "Official List" the list of issuers maintained by the Exchange in relation to the SGX Main Board or Catalist
      "OFR Guide" Guide for the operating and financial review issued by the Council on Corporate Disclosure and Governance
      P
      "placement tranche" securities offered for placement by the placement agent on behalf of the issuer, in accordance with the terms and conditions of the invitation
      "poll" method of voting under which shareholders are given one vote for each share held
      "Practice Notes" the practice notes issued by the Exchange from time to time under and pursuant to Rule 109, as may be amended, modified or supplemented from time to time
      "principal subsidiary" a subsidiary whose latest audited consolidated pre-tax profits (excluding the minority interest relating to that subsidiary) as compared with the latest audited consolidated pre-tax profits of the group (excluding the minority interest relating to that subsidiary) accounts for 20% or more of such pre-tax profits of the group. In determining profits, exceptional and extraordinary items are to be excluded
      "prospectus" or "offering memorandum" or "introductory document" a listing document and any equivalent document issued or proposed to be issued in connection with an application for listing of securities
      "public" persons other than:—
      (a) directors, chief executive officer, substantial shareholders, or controlling shareholders of the issuer or its subsidiary companies; and
      (b) associates of the persons in paragraph (a)
      "public subscription tranche" securities offered for subscription through a physical public offer subscription form, an automated teller machine, the Internet banking website or the mobile banking interface (where applicable) of the participating banks, or such other mode of public subscription in accordance with the terms and conditions of the invitation
      Q
      "qualified person" a person who has the appropriate experience in the type of activity undertaken or to be undertaken by a mineral, oil and gas company, meeting the following minimum requirements:
      (i) is professionally qualified and a member or licensee in good standing of a relevant Recognized Professional Association;
      (ii) has at least five years' relevant professional experience in the estimation, assessment and evaluation of:
      (a) the mineral or minerals, oil or gas that is under consideration; and
      (b) the activity which the issuer is undertaking; and
      (iii) has not been found to be in breach of any relevant rule or law and is not:
      (a) denied or disqualified from membership of;
      (b) subject to any sanction imposed by;
      (c) the subject of any disciplinary proceedings by; or
      (d) the subject of any investigation which might lead to disciplinary action by,
      any relevant regulatory authority or professional association.
      R
      "Recognised Professional Association" a self-regulatory organisation of professionals in the mineral, oil or gas industries which:
      (i) admits members on the basis of academic qualifications and experience;
      (ii) requires compliance with organisation's professional standards of competence and ethics established, and
      (iii) has disciplinary powers to suspend or expel a member.
      "relative"
      (a) a person's immediate family; and
      (b) in relation to the persons in paragraph (a), means that person's spouse, child, adopted child, step-child, sibling, or parent
      "reserve" the following meanings, or their equivalent under the relevant Standard used:
      (a) with regard to minerals, the economically mineable part of a resource. It includes diluting materials and allowances for losses which may occur when the material is mined. Appropriate assessments and studies have been carried out, and include consideration of and modification by realistically assumed mining, metallurgical, economic, marketing, legal, environmental, social and governmental factors. Reserves can be further categorised as:
      (i) "Proved Reserve" is the economically mineable part of a Measured Resource. Assessments and studies carried out demonstrate at the time of reporting that extraction is justified; and
      (ii) "Probable Reserve" is the economically mineable part of an Indicated, and in some circumstances, a Measured Resource. Assessments and studies carried out demonstrate at the time of reporting that extraction can reasonably be justified;
      (b) with regard to oil and gas, those quantities of petroleum anticipated to be commercially recoverable by application of development projects to known accumulations from a given date forward under defined conditions. Reserves can be further categorised as:
      (i) "Proved Reserve" is the quantity of petroleum, which by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be commercially recoverable, from a given date forward, from known reservoirs and under defined economic conditions, operating methods and government regulations;
      (ii) "Probable Reserve" is the additional reserve which analysis of geoscience and engineering data indicate are less likely to be recovered than a Proved Reserve but more certain to be recovered than a Possible Reserve; and
      (iii) "Possible Reserve" is the additional reserve which analysis of geoscience and engineering data indicate are less likely to be recoverable than a Probable Reserve.
      "resource" the following meanings, or their equivalent under the relevant Standard used:
      (a) with regard to minerals, a concentration or occurrence of material of intrinsic economic interest in or on the earth's crust in such form, quality and quantity that there are reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a resource are known, estimated or interpreted from specific geological evidence and knowledge. Resources are sub-divided, in order of decreasing geological confidence, into:
      (i) "Measured Resource" is that part of a resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a high level of confidence. It is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are spaced closely enough to confirm geological and grade continuity;
      (ii) "Indicated Resource" is that part of a resource for which tonnage, densities, shape, physical characteristics, grade and mineral content can be estimated with a reasonable level of confidence. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. The locations are too widely or inappropriately spaced to confirm geological and/or grade continuity but are spaced closely enough for continuity to be assumed; and
      (iii) "Inferred Resource" is that part of a resource for which tonnage, grade and mineral content can be estimated with a low level of confidence. It is inferred from geological evidence and assumed but not verified geological and/or grade continuity. It is based on information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes which may be limited or of uncertain quality and reliability.
      (b) with regard to oil and gas, refers to
      (i) "Contingent Resources" are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations by application of development projects, but which are not currently considered to be commercially recoverable due to one or more contingencies; and
      (ii) "Prospective Resources"are those quantities of petroleum which are estimated, as of a given date, to be potentially recoverable from undiscovered accumulations.
      S
      "SAS" Singapore Statements of Accounting Standard or the equivalent accounting standards prescribed by law
      "SFA" the Securities and Futures Act (Chapter 289) of Singapore and any statutory modification or re-enactment thereof
      "SGX" Singapore Exchange Limited
      "SGX-ST" or "the Exchange" Singapore Exchange Securities Trading Limited
      "SGX Main Board" SGX-ST Main Board
      "SGXNET" Singapore Exchange Network, a system network used by listed companies in sending information and announcements to the Exchange or any other system networks prescribed by the Exchange
      "scripless system" system under which trading of securities is settled on a book-entry basis
      "scrip counters" issuers whose transactions in their securities are settled by physical delivery of the certificates relating to such securities
      "securities" debt securities, equity securities and investment funds
      "securities account" the securities account maintained by a depositor with CDP
      "Standard" the standards of reporting:—
      (a) under one of the following codes or guidelines:

      with regard to minerals,
      (i) National Instrument 43-101 Standards of Disclosure for Minerals Projects ("NI43-101"), including Companion Policy 43-101, promulgated by the Canadian Securities Administrators;
      (ii) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves promulgated by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia ("JORC Code");
      (iii) Pan European Reserves and Resources Reporting Committee Code for Reporting of Exploration Results, Mineral Resources and Mineral Reserves ("PERC Code"); and
      (iv) Code for Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports promulgated by the VALMIN Committee ("VALMIN Code"), with regards to valuations;

      with regard to oil and gas,
      (v) Petroleum Resource Management System promulgated by the Society of Petroleum Engineers, the World Petroleum Council, the American Association of Petroleum Geologists and the Society of Petroleum Evaluation Engineers ("SPE-PRMS"); and
      (vi) Code for Technical Assessment and Valuation of Mineral and Petroleum Assets and Securities for Independent Expert Reports promulgated by the VALMIN Committee ("VALMIN Code");
      (b) as promulgated by one of the following organisations:

      with regard to minerals,
      (i) Australasian Joint Ore Reserves Committee ("JORC");
      (ii) Pan European Reserves and Resources Reporting Committee ("PERC");
      (iii) Society for Mining, Metallurgy and Exploration ("SME");
      (iv) Canadian Institute of Mining, Metallurgy and Petroleum ("CIM"); and
      (v) The Canadian Securities Administrators ("CSA")

      with regard to oil and gas,
      (vi) Society of Petroleum Engineers ("SPE");
      (vii) World Petroleum Council ("WPC");
      (viii) the American Association of Petroleum Geologists ("AAPG"); and
      (ix) the Society of Petroleum Evaluation Engineers ("SPEE"); or
      (c) an equivalent standard that is acceptable to the Exchange.
      "structured warrants" equity securities carrying rights:
      (a) to purchase from, or sell to, the person issuing them (not being the listed issuer) the underlying financial instrument in accordance with the terms of issue; or
      (b) to receive from the person issuing them (not being the listed issuer) a cash payment calculated by reference to the fluctuations in the value or price of the underlying financial instrument in accordance with the terms of issue
      "subsidiary holdings" shares referred to in Sections 21(4), 21(4B), 21(6A) and 21(6C) of the Companies Act
      "supranational body" any institution or organisation at a world or regional level whose members or constituents are governments or governmental organisations
      T
      "Takeover Code" the Singapore Code on Take-overs and Mergers
      "the Authority" the Monetary Authority of Singapore
      "treasury shares" treasury shares as defined in the Companies Act. For the purpose of the Listing Rules, treasury shares will be excluded from references to "issued share capital" and "equity securities", and for the calculation of market capitalisation and public float where referred to in the Listing Rules
      "trustee" means
      (a) a company registered as a trust company under the Trust Companies Act; or
      (b) a company, other than a trust company referred to in paragraph (a), that is a public company under the Act or under the laws of any other country which has been declared by the Minister to be a trustee for the purposes of the Act
      U
      "underlying financial instrument" securities, a basket of securities or an index
      W
      "weighted average price" the total value of transactions in a listed security (for each transaction, the price multiplied by volume) for that market day divided by the volume transacted for that market day

      Interpretations

      (1) Unless the context requires otherwise, words importing the singular include the plural and vice versa, and words importing the masculine include the feminine and neuter and vice versa.
      (2) Where definitions in the Exchange's listing rules are wider than or the obligations and requirements imposed by the Exchange's listing rules are more onerous than the provisions of any ordinance, regulation or other statutory provision from time to time in force in Singapore, issuers shall be required to comply with such broader obligations provided that where any provision of the Exchange's listing rules is in conflict with the provisions of any such ordinance, regulation or other statutory provision, the provisions of such ordinance, regulation or other statutory provision shall prevail.
      (3) Unless the context requires otherwise, terms that are not specifically defined in the listing rules will have the same meaning as assigned to them under the Act.

      Amended on 29 September 2011, 1 August 2013, 27 September 2013, 7 October 2015, 31 March 2017 and 2 May 2017.

    • Chapter 1 Introduction

      • Part I Scope of Chapter

        • 101

          A principal function of the Exchange is to provide a fair, orderly and transparent market for the trading of securities.

        • 102

          This Manual sets out the requirements which apply to issuers, the manner in which securities are to be offered, and the continuing obligations of issuers.

      • Part II General Principles

        • 103

          This Manual seeks to secure and maintain confidence in the market. The underlying principles of the listing rules include the following: —

          (1) issuers shall have minimum standards of quality, operations, management experience and expertise;
          (2) investors and their professional advisers shall be given all information that they would reasonably require to make an informed assessment of the securities for which listing is sought;
          (3) issuers shall disclose information if a reasonable person would expect that information to have a material effect on the price or value of their listed securities;
          (4) all holders of listed securities shall be treated fairly and equitably; and
          (5) directors of an issuer shall act in the interests of shareholders as a whole, particularly where a director or substantial shareholder has a material interest in a transaction entered into by the issuer.

        • 104

          Suitability for listing depends on many factors. Applicants should appreciate that compliance with the Exchange's listing rules may not in itself ensure an applicant's suitability for listing. The Exchange retains the discretion to accept or reject applications and in reaching its decision will have regard to the general principles outlined in Rule 103.

          (1) The Exchange reserves the right to subject a listed issuer's change in principal business to the Exchange's approval if in the Exchange's opinion:—
          (a) the integrity of the market may be adversely affected; or
          (b) it is in the interests of the public to do so.

      • Part III Application of Listing Rules

        • 105

          (1) Subject to the review procedures set out in Chapter 14, the Exchange's listing rules are interpreted, administered and enforced by the Exchange and the decisions and requirements of the Exchange are conclusive and binding on an issuer. The Exchange may at any time vary its decision in any way, or revoke it. It may do so upon the application of the issuer or of its own accord and at its absolute discretion. The variation or revocation will take effect from the date specified by the Exchange.
          (2) An issuer admitted to the Exchange's Official List must comply with the listing rules:—
          (a) In accordance with the spirit, intention and purpose; and
          (b) by looking beyond form to substance.

          Amended on 29 September 2011 and 7 October 2015.

        • 106

          The Exchange may impose additional requirements or make any listing subject to special conditions whenever it considers it appropriate.

        • 107

          The Exchange may waive or modify compliance with a listing rule (or part of a rule) either generally or to suit the circumstances of a particular case, unless the listing rule specifies that the Exchange will not waive it. The Exchange may grant a waiver subject to such conditions, as it considers appropriate. If the Exchange waives a listing rule (or part of a rule) subject to a condition, the condition must be satisfied for the waiver to be effective. Where a waiver is granted, the issuer must announce the waiver, the reasons for seeking the waiver and the conditions, if any, upon which the waiver is granted as soon as practicable.

        • 108

          Where the Exchange rejects an application made pursuant to this Manual, it may, if it considers it appropriate, disclose the reasons for its decision but is under no obligation to do so.

        • 109

          (1) The Exchange's listing rules may be amended by the Exchange from time to time, subject to such approval as may be required by applicable law. The Exchange may, from time to time, issue Practice Notes or amend existing Practice Notes to provide guidance on the interpretation and application of any listing rule or a more detailed prescription of a listing rule. The Exchange may from time to time issue a best practices guide relating to corporate governance matters, and may amend such best practices guide.
          (2) The Exchange may, from time to time, publish transitional arrangements in relation to any amended or new rule.

        • 110

          Listings Advisory Committee

          Purpose

          (1) The Listing Advisory Committee shall as a panel of independent market professionals, render advice to the Exchange on matters referred to it by the Exchange. The Exchange may refer to the Listings Advisory Committee for review, matters including those arising from or in connection with:
          (a) listing policies;
          (b) listing applications from issuers seeking admission to the Official List of the SGX-ST Main Board or seeking to undergo a reverse takeover ("specific listing applications"); or
          (c) any other matter that the Exchange considers appropriate.

          Composition

          (2) The Listings Advisory Committee shall comprise members appointed by the Board in consultation with the Authority, and shall not have a member who is, or who within 3 years of the proposed appointment date was, a director, officer or employee of:
          (a) SGX; or
          (b) a related corporation of SGX.
          (3) The Listings Advisory Committee shall review referrals by convening a Listings Advisory Committee meeting, subject to the following conditions:
          (a) a Listings Advisory Committee meeting shall have a quorum of 5 members, including a chairman or deputy chairman,
          (b) a Listings Advisory Committee meeting shall at all times comprise a member representing an investor association;
          (c) a Listings Advisory Committee meeting shall at all times comprise members who collectively have corporate finance, accounting and legal experience.

          Referral of a specific listing application

          (4) A specific listing application may be referred to a Listings Advisory Committee meeting when:
          (a) novel or unprecedented issues are involved;
          (b) specialist expertise is required;
          (c) matters of public interest are involved; or
          (d) the Exchange is of the view that a referral is appropriate.
          (5) A listing applicant shall not have the right to seek referral of its specific listing application to a Listings Advisory Committee meeting. The Exchange shall not be obliged to inform a listing applicant if its specific listing application is subject to a Listings Advisory Committee meeting.
          (6) The Exchange shall, within a reasonable period, report to the Listings Advisory Committee on specific listing applications which satisfy all admission requirements under the Exchange's listing rules and have not been referred to the Listings Advisory Committee. The Listings Advisory Committee has the discretion to convene a Listings Advisory Committee meeting for any specific listing application which was not referred to it, if it is of the view that any referral criterion under Rule 110(4) has been satisfied.
          (7) The Listings Advisory Committee may require the Exchange to provide any additional information or documents it requires for consideration of matters under its review.
          (8) No member of the Listings Advisory Committee shall participate in the review of a specific listing application if he has a conflict of interest.
          (9) The Listings Advisory Committee shall provide its advice to the Exchange upon conclusion of its review of the matter. The Exchange is not bound by the advice of the Listings Advisory Committee.
          (10) The Listing Advisory Committee shall be supported by a secretariat which reports to the chairman of the Listings Advisory Committee.
          (11) The Exchange shall publish half-yearly reports of advice provided by the Listings Advisory Committee. The Listings Advisory Committee shall publish an annual report on matters reviewed by it. The publications of the Exchange and the Listings Advisory Committee shall include:
          (a) the background facts relevant to the referral;
          (b) the rules which were relevant to the referral; and
          (c) a summary of the advice provided by the Listings Advisory Committee,
          but shall not include any confidential information unless otherwise permitted by the Exchange.
          (12) The Listings Advisory Committee shall not be liable for performing its functions under this Chapter. This limitation of liability extends to any actions whether in contract or tort or otherwise, and even in the purported performance of a function in good faith.

          Amended on 7 October 2015.

      • Part IV Issue Managers and Issuer's Directors

        • 111

          An applicant must appoint an issue manager who will act as the sponsor for the applicant's listing on the Exchange. An application for new listing or reverse takeover must be managed by an issue manager accredited by the Exchange. An issue manager must be able to give the applicant impartial and competent advice and must have the necessary experience to discharge its professional duties as an issue manager fully and professionally. The Exchange must be notified as and when there are significant changes to the corporate structure of accredited issue managers (whether due to mergers and acquisitions, resignation of key management personnel and/or staff of the team managing listing applications, or otherwise).

          Amended on 29 September 2011 and 7 October 2015.

        • 112

          (1) The issue manager is responsible for preparing the applicant for listing. This requires the issue manager to be satisfied that: —
          (a) the applicant is suitable to be listed;
          (b) the applicant meets admission requirements;
          (c) the applicant is set up sufficiently to comply with the continuing listing requirements; and
          (d) where the applicant is a corporation, the applicant's directors appreciate the nature of their responsibilities and can be expected to honour their obligations under the Exchange's listing rules.
          (2) Normally, the issue manager lodges the listing application and deals with the Exchange on all matters relating to the listing application.

        • 113

          (1) The requirement to have an issue manager ends once the issuer is admitted to listing, although it is recommended that the issuer retain the services of the issue manager for at least one year following its listing.
          (2) Regardless of whether an issuer continues the sponsorship after listing, it must comply with the following disclosure requirements:—
          (a) For two years after listing or such other time frame imposed by the Exchange, the issuer must prominently include a statement that the initial public offering of its shares was sponsored by [name of issue manager] in all announcements made by it (on SGXNET or otherwise) and in all information documents issued by it to shareholders.
          (b) Unless exceptional circumstances exist, "prominently" in Rule 113(2)(a) means in print no smaller than the main text of the announcement, and positioned on the front page of the announcement. However, the statement must not be drafted or positioned in such a way as to imply that the issue manager endorses the current transaction (unless the issue manager is involved in the transaction).
          (3) The sponsor is not required to be involved in all matters relating to the issuer's compliance with the listing rules. However, the Exchange encourages issuers to consider engaging their sponsors to assist them post listing.

          Amended on 29 September 2011.

        • 114

          The directors and executive officers of the applicant or of the issuer (or where applicable REIT manager or trustee manager) following admission, are responsible for the accuracy of the information submitted to the Exchange. However, the issue manager must exercise due care and diligence in ensuring the completeness and accuracy of the information contained in the application. The issue manager must also ensure that the Exchange is informed of all matters which should be brought to its attention.

          Amended on 7 October 2015.

      • Part V Listing Fees and Other Charges

        • 115

          Applicants and issuers must pay such fees and charges as prescribed by the Exchange from time to time. The Exchange may waive any fee or charges.

          Amended on 25 September 2015.

        • 116

          The fees payable are published by the Exchange from time to time.

      • Part VI Liability of SGX-ST

        • 117

          When the Exchange publishes or releases an issuer's announcement on its behalf, the Exchange shall not be responsible to check the accuracy of the facts or any of the contents of such announcement, and shall not be liable for any damages or losses however arising as a result of publishing the announcement or disseminating the information in the announcement. The issuer shall indemnify the Exchange for any such losses or damages or costs, including any arising as a result of legal proceedings brought by any third party.

    • Chapter 2 Equity Securities

      • Part I Scope of Chapter

        • 201

          This Chapter sets out the requirements and procedures for an issuer seeking admission to the Official List of the Exchange and a listing of its equity securities. These requirements are generally applicable to all issuers, including companies incorporated in Singapore or elsewhere. The Exchange may vary the requirements in a particular case.

      • Part II General Requirements

        • 202

          An issuer may apply for admission to the Official List of the SGX Mainboard or Catalist. The listing may be a primary or a secondary listing. The Exchange has absolute discretion concerning the admission of an issuer to the Exchange's Official List (and its removal) and quotation of its equity securities (and their suspension). The Exchange may approve applications for listing unconditionally or subject to condition(s), or may reject applications for listing, as it thinks appropriate. The Exchange also reserves the right to vary any such condition(s) or impose additional conditions.

        • 203

          An issuer seeking listing for its equity securities must be a going concern or be the successor of a going concern. In reviewing a listing application, the Exchange will consider a number of factors, including the specific numerical standards and qualitative factors set out in this Manual. While the size of an issuer is important, greater emphasis is placed on factors such as the integrity of the management and controlling shareholders, an issuer's market position and relative stability, and the disclosure provided in the prospectus, offering memorandum or introductory document.

        • 204

          Additional guidelines for the listing of property investment and property development companies are set out in Part VI of this Chapter. Requirements for the listing of global depository receipts are also set out in Part XI of this Chapter.

          Amended on 29 September 2011.

        • 205

          Issuers, other than investment companies, whose assets consist wholly or substantially of cash or short-dated securities will not normally be admitted to the Official List.

        • 206

          Partly-paid shares may be admitted to listing provided at least one month's notice in advance of the amount and time of payment of each call is given to shareholders. The Exchange may impose restrictions on the dealings in such shares until they are fully paid.

        • 207

          An issuer should not have, as part of its name, words that tend to confuse or are misleading.

        • 208

          The Exchange may prescribe additional or other requirements for the listing of specific types of issuers not specifically addressed by this Chapter.

        • Continuing Listing Obligations

          • 209

            While an issuer remains on the Official List of SGX Mainboard or Catalist, it must comply with the listing rules. If the issuer has a secondary listing on SGX Mainboard or Catalist, it must comply with Rule 217.

      • Part III SGX Mainboard Listings

        • 210

          An issuer applying for listing of its equity securities on the SGX Mainboard must meet the following conditions:—

          (1) Shareholding Spread And Distribution
          (a) The following table sets out the shareholding and distribution requirements:—

          PUBLIC FLOAT DISTRIBUTION
          Market
          Capitalisation
          (S$ million)
          ("M")
          Proportion of post-invitation share capital in public hands Number of shareholders Total Offer
          Size
          (S$ million)
          ("O")
          Distribution
          S
          G
          X
          -
          M
          A
          I
          N
          B
          O
          A
          R
          D
          M < 300 25% 500 O< 75 At least 40% of the invitation shares or $15 million whichever is lower, must be distributed to investors each allotted not more than 0.8% of the invitation shares or $300,000 worth of shares whichever is lower.
          300 ≤ M < 400 20% 500 75 ≤ O < 120 At least 20% of the invitation shares must be distributed to investors, each allotted not more than 0.4% of the invitation shares.
          400 ≤ M < 1000 15% 500 O ≥ 120 No requirement applicable.
          M ≥ 1000 12% 500   Notes:
          1) The shareholdings of an applicant and his associates must be aggregated and treated as one single holder.
          2) Preferential allotments made pursuant to Rule 234 must be excluded.
          (i) The shareholding spread must not be obtained by artificial means, such as giving shares away and offering loans to prospective shareholders to buy the shares.
          (ii) In the computation of the percentage of shares to be held in public hands, existing public shareholders may be included, subject to an aggregate limit of 5% of the issuer's post-invitation issued share capital and provided such shares are not under moratorium. For the purpose of this rule, "existing public shareholders" refer to shareholders of the issuer immediately before the invitation and who are deemed "public" as defined in the Manual. This rule is not applicable to an application for listing by way of introduction.
          (iii) An overall distribution of shareholdings that is expected to provide an orderly secondary market in the securities when trading commences, and that will be unlikely to lead to a corner situation in the securities.
          (iv) The subscription and allocation value of the shares at IPO for each investor must be at least S$500 and must be based on an integral multiple of a board lot.
          (b)
          (i) For a secondary listing, an issuer must have at least 500 shareholders worldwide. Where the Exchange and the primary home exchange do not have an established framework and arrangement to faciliate the movement of shares between the jurisdictions, the issuer should have at least 500 shareholders in Singapore or 1,000 shareholders worldwide.
          (ii) The subscription and allocation value of the shares at IPO for each investor must be at least S$500 and must be based on an integral multiple of a board lot (either traded on the primary home exchange or on the Exchange as may be agreed by the Exchange).
          (2) Quantitative Criteria

          An issuer must also satisfy one of the following requirements:—
          (a) Minimum consolidated pre-tax profit (based on full year consolidated audited accounts) of at least S$30 million for the latest financial year and has an operating track record of at least three years.
          (b) Profitable in the latest financial year (pre-tax profit based on the latest full year consolidated audited accounts), has an operating track record of at least three years and has a market capitalisation of not less than S$150 million based on the issue price and post-invitation issued share capital.
          (c) Operating revenue (actual or pro forma) in the latest completed financial year and a market capitalisation of not less than S$300 million based on the issue price and post-invitation issued share capital. Real Estate Investment Trusts and Business Trusts who have met the S$300 million market capitalisation test but do not have historical financial information may apply under this rule if they are able to demonstrate that they will generate operating revenue immediately upon listing.
          (3) Profit Test

          With respect to the profit tests in Rule 210(2)(a) and (b), the following shall apply:—
          (a) An issuer must have been engaged in substantially the same business and have been under substantially the same management throughout the period for which the three years operating track record applies.
          (b) If the group made low profits or losses in the two years before the application due to specific factors which were of a temporary nature and such adverse factors have either ceased or are expected to be rectified upon the issuer's listing, the application may still be considered.
          (c) In determining the profits, exceptional or non-recurrent income and extraordinary items must be excluded.
          (d) The Exchange will normally not consider an application for listing from an issuer which has changed or proposes to change its financial year end if the Exchange is of the opinion that the purpose of the change is to take advantage of exceptional or seasonal profits to show a better profit record.
          (4) Financial Position And Liquidity
          (a) The group must be in a healthy financial position, having regard to whether the Group has a positive cash flow from operating activities.
          (b) Prior to listing, all debts owing to the group by its directors, substantial shareholders, and companies controlled by the directors and substantial shareholders must be settled. For the purposes of this paragraph (b), reference to debt includes third party indebtedness (including contingent liabilities for guarantees and indemnities) incurred by the group for the benefit of the directors, substantial shareholders and companies controlled by the directors and substantial shareholders. This rule does not apply to debts owing by the subsidiaries and associated companies of the issuer to the group.
          (c) While the surplus arising from revaluation of plant and equipment can be shown in the books of the issuer, such surplus should not be capitalised or used for calculating its net tangible assets per share.
          (5) Directors And Management
          (a) The directors and executive officers should have appropriate experience and expertise to manage the group's business. As a pre-quotation disclosure requirement, an issuer must release a statement via SGXNET or in the prospectus, offering memorandum or introductory document identifying for each director, whether the person has prior experience (and what) or, if the director has no prior experience as a director of a listed company, whether the person has undertaken training in the roles and responsibilities of a director of a listed company.
          (b) The character and integrity of the directors, management and controlling shareholders of the issuer will be a relevant factor for consideration. In considering whether the directors, management and controlling shareholders have the character and integrity expected of a listed issuer, the Exchange will take into account the disclosure made in compliance with Rule 246(5)(a).
          (c) The issuer's board must have at least two non-executive directors who are independent and free of any material business or financial connection with the issuer.
          (6) Chain Listing

          A subsidiary or parent company of an existing listed issuer will not normally be considered suitable for listing if the assets and operations of the applicant are substantially the same as those of the existing issuer. In arriving at a decision, the Exchange will consider the applicant's business or commercial reasons for listing.
          (7) Articles Of Association

          An issuer must ensure that its Articles of Association or constituent documents meet the requirements in Appendix 2.2.
          (8) Life Science Companies

          A life science company that cannot meet the requirements in Rule 210(2), (3) and/or (4)(a) may list its equity securities on the SGX Mainboard if it fulfills the following conditions:
          (a) has successfully raised funds from institutional investors, accredited investors as defined in the SFA or such relevant persons as contemplated under sections 274 and 275 of the SFA prior to its IPO, not less than 6 months prior to the date of the listing application;
          (b) meets the S$300 million market capitalisaion requirement in Rule 210(2)(c);
          (c) has as its primary reason for listing, the use of proceeds of the IPO to bring identified products to commercialisation;
          (d) demonstrates that it has a three-year record of operations in laboratory research and development and submit to the Exchange the following:
          (i) details of patents granted or details of progress of patent applications;
          (ii) the successful completion of, or the successful progression of, significant testing of the effectiveness of its products; and
          (iii) the relevant expertise and experience of its key management and technical staff; and
          (e) has available working capital that is sufficient for its present requirements and for at least 18 months after listing.
          For the avoidance of doubt, an issuer seeking a listing of its equity securities on the SGX Mainboard through this Rule 210(8) must satisfy all other listing requirements in Rule 210 apart from Rule 210(2)(a), (2)(b), (3) and 4(a).
          (9) Mineral, Oil and Gas Companies
          (a) A mineral, oil and gas company must be able to establish the existence of adequate resources in a defined area where the company has exploration and exploitation rights, and which must be substantiated by an independent qualified person's report. In complying with this rule, the resource must be at least, in relation to minerals, categorised as an Indicated Resource and, in relation to oil and gas, categorised as a Contingent Resource.
          (b) the independent qualified person preparing the qualified person's report must fulfil the following:
          (i) the qualified person must not be a sole practitioner;
          (ii) if the qualified person producing the report is not a partner or director of his firm, the production of the report must be directly supervised by a partner or director on behalf of the firm;
          (iii) the qualified person and his firm's partners, directors, substantial shareholders and their associates must be independent of the listing applicant, its directors and substantial shareholders, its advisers and their associates;
          (iv) the qualified person and his firm's partners, directors, substantial shareholders and their associates must not have any interest, direct or indirect, in the listing applicant, its subsidiaries or associated companies and will not receive benefits (direct or indirect) other than remuneration paid to the qualified person in connection with the qualified person's report; and
          (v) remuneration paid to the qualified person or the qualified person's firm in connection with the report must not be dependent on the findings of the report.
          (c) The qualified person's report must meet the following requirements:
          (i) the effective date of the qualified person's report must not be more than 6 months from the date of lodgement of the offer document; and
          (ii) The contents of the qualified person's report must comply with the requirements as set out in paragraph 5 of Practice Note 6.3
          (d) A mineral, oil and gas company must have working capital that is sufficient for its present requirements and for at least 18 months after listing which must include (i) operating, general and administrative and financing costs; (ii) property holding costs; and (iii) costs of any proposed exploration and/or development. Working capital shall be considered as the applicant's ability to access cash and other available liquid resources (including proceeds from the initial public offering and projected cashflows but excluding future borrowings/financing which have not been obtained) in order to meet its liabilities as they fall due. Where projected cashflows are relied upon, the issue manager must submit a confirmation to the Exchange that it is satisfied that the projections are prepared by the applicant's directors after due and careful enquiry. Proceeds from the initial public offering can be taken into consideration only if the invitation is fully underwritten. If the invitation is not underwritten but the listing is subject to a specified minimum amount to be raised from the invitation, the proceeds taken into consideration shall be limited to the minimum amount to be raised.
          (e) A mineral, oil and gas company must have at least one independent director with appropriate industry experience and expertise.
          (f) All mineral, oil and gas companies must satisfy other listing requirements in Rule 210.
          (g) A mineral, oil and gas company that cannot meet the requirements in Rule 210(2), (3) and/or (4)(a) may list its securities on the SGX Mainboard if it fulfills the following additional conditions:
          (i) has market capitalisation of not less than S$300 million based on the issue price and post-invitation issued share capital; and
          (ii) discloses its plans and milestones to advance to production stage with capital expenditure for each milestone. These plans must be substantiated by the opinion of an independent qualified person;
          (h) The issue manager must submit a confirmation to the Exchange that after conducting due diligence, the issue manager is not aware of any matter that has caused it to believe that the listing applicant
          (i) has not obtained all material licences, permits or certificates necessary to conduct its operations from the relevant governmental bodies in the jurisdictions where the Group operates;
          (ii) is not in compliance with all laws, rules and regulations in all jurisdictions in which the Group operates, including but not limited to, the proper incorporation and good standing of any incorporated subsidiary or interest, except where such non-compliance is not material to the Group's business operations; and
          (iii) does not possess title to or valid and enforceable rights to any assets (including licenses and agreements) as is appropriate to the listing applicant or the Group, except where such lack of, or defect in, such title or rights is not material to the Group's business operations.

          In relying on the opinion from a legal adviser in providing the confirmation to the Exchange, the issue manager should make due diligence inquiries including:
          (i) assessing the suitability of the legal adviser having regard to whether the legal adviser has the relevant experience and is authorized to practise and advise in the relevant jurisdiction; and
          (ii) reviewing the terms and scope of engagement.

          Amended on 29 September 2011, 10 August 2012, 27 September 2013 and 19 January 2015.

        • 211

          [Deleted]

      • Part IV Transfer from Catalist to SGX Mainboard

        • 212

          A Catalist issuer may apply to the Exchange in writing for transfer to SGX Mainboard. The Exchange may allow the transfer if an issuer meets the following requirements:—

          (1) It has been listed on SGX Catalist for at least two years;
          (2) It meets the minimum quantitative requirements below and any other listing requirements that the Exchange may prescribe (either generally or in any particular case)
          (a) Rule 210(2)(a) and Rule 210(3); or
          (b) Rule 210(2)(b) and Rule 210(3); or
          (c) Rule 210(2)(c) and Rule 210(4)(a)
          When determining whether the issuer complies with the market capitalisation requirement in Rule 210(2)(b) or Rule 210(2)(c), the Exchange will take into account the issuer's average daily market capitalisation for one month preceding the application date.
          (3) It provides the Exchange with an undertaking to comply with all the Exchange's requirements and policies applicable to issuers listed on the SGX Mainboard. The undertaking must be in the form set out in Appendix 2.3.1.

          Amended on 10 August 2012.

        • 213

          For the purpose of the transfer, an issuer may be required to increase the proportion of its issued and paid-up capital held in public hands to meet the minimum shareholding spread requirements applicable to SGX Mainboard issuers.

        • 214

          If an issuer has a sufficient spread of shareholders and no marketing of securities is necessary, the transfer to the SGX Mainboard may be effected after the issuer has made a public announcement of the transfer and a copy of the announcement has been sent to shareholders.

      • Part V Listing Requirements for Foreign Issuers

        • 215

          Foreign issuers may list on the SGX Mainboard or Catalist. The listing may be a primary listing or a secondary listing.

        • 216

          (1) A foreign issuer which has a primary listing on the Exchange must comply with the listing rules in full.
          (2) In addition, the following requirements should also be complied with:—
          (a) Confirmation that an announcement will be made via SGXNET as soon as there is any change in the law of its place of incorporation which may affect or change shareholders' rights or obligations over its securities, including:—
          (i) The right to attend, speak, vote at shareholders' meetings and the right to appoint proxies;
          (ii) Right to receive rights offering and any other entitlements;
          (iii) Withholding taxes on its securities;
          (iv) Stamp duties on its securities;
          (v) Substantial shareholder reporting requirements for its securities;
          (vi) Foreign shareholding limits on the securities;
          (vii) Capital controls over cash dividends or other cash distributions payable in respect of its securities; and
          (viii) Obligations to file documents or make declarations in respect of its securities.

          Amended on 29 September 2011.

        • 217

          A foreign issuer applying for a secondary listing must already be listed or will be concurrently listed on a foreign stock exchange (referred to as the "home exchange") and must be, or will be, subject to the listing (or other) rules of the home exchange where it has a primary listing. The application need not comply with Part VIII of this Chapter with regard to the moratorium on promoters' shareholdings. A foreign issuer with a secondary listing on the Exchange need not comply with the Exchange's listing rules, provided that it undertakes to:—

          (1) release all information and documents in English to the Exchange at the same time as they are released to the home exchange;
          (2) inform the Exchange of any issue of additional securities in a class already listed on the Exchange and the decision of the home exchange; and
          (3) comply with such other listing rules as may be applied by the Exchange from time to time (whether before or after listing).

        • 218

          All securities will be quoted in Singapore dollars, unless the Exchange agrees to a quotation in a foreign currency, or unless the Monetary Authority of Singapore's policy on the internationalisation of the Singapore dollar requires otherwise. Listing applicants are encouraged to consult the Exchange if they prefer a quotation in a foreign currency.

        • Share Transfer Facilities

          • 219

            Arrangements satisfactory to the Exchange must be made to enable shareholders in Singapore to register their shareholdings promptly.

        • Accounting Standards

          • 220

            (1) For primary listings, the financial statements submitted with the application, and future periodic financial reports, must be prepared in accordance with Singapore Financial Reporting Standards ("FRS"), or International Financial Reporting Standard ("IFRS"), or US Generally Accepted Accounting Principles ("US GAAP"). Accounts that are prepared in accordance with IFRS or US GAAP need not be reconciled to FRS.
            (2) For secondary listings, the financial statements submitted with the listing application, and future periodic financial reports, need only be reconciled to FRS, or IFRS, or US GAAP.

        • Resident Director

          • 221

            A foreign issuer must have at least two independent directors, resident in Singapore.

      • Part VI Additional Listing Requirements for Property Investment/ Development Companies

        • 222 Property Investment/Development Companies

          In addition to the requirements for listing on the SGX Mainboard or Catalist, a property investment/development company applying for admission to the Official List must also meet the following requirements:—

          (1) Minimum Leasehold Period

          Properties that have remaining leases of less than 30 years must not, in aggregate, account for more than 50% of the group's operating profits for the past three years. If the property is located in a jurisdiction outside Singapore, the Exchange may require or accept a different remaining length of lease as a basis for this rule.
          (2) Independence Of Valuer

          An issuer must appoint a valuer to conduct a valuation of all its principal freehold and leasehold properties. The valuer must be an independent external valuer, unless otherwise approved by the Exchange. The valuer must not be a substantial shareholder, director or employee of the issuer or any of its subsidiaries, or in partnership with or employed by a substantial shareholder, director or employee. The Exchange may require an issuer to appoint a second valuer to conduct a valuation on the properties.
          (3) Valuation Report

          The valuation report must state the effective date at which the properties are valued, which should not be more than six months from the date of the application for listing.

      • Part VII Conflicts of Interest

        • 223

          An issuer should resolve or eliminate conflict situations prior to listing. The Exchange may accept a proposal to resolve or eliminate conflicts of interest within a reasonable period after listing. Conflicts of interest include situations in which interested persons:—

          (1) Carry on business transactions with the issuer or provide services to or receive services from the issuer or its group;
          (2) Lend to or borrow from the issuer or its group;
          (3) Lease property to or from the issuer or its group; or
          (4) Have an interest in businesses that are competitors, suppliers or customers of the issuer or its group.

        • 224

          In reviewing compliance with the Exchange's policy on conflicts of interest, the Exchange takes into account:—

          (1) The parties involved in the conflict situation and their relationship to the issuer;
          (2) The significance of the conflict in relation to the size and operations of the issuer and in relation to its potential influence on the interested person;
          (3) Whether the parties who are involved in the conflict derive any special advantage from it; and
          (4) Whether the conflict can be terminated, and if so, how soon and on what basis; or, if the conflict cannot be promptly terminated, whether:—
          (a) the arrangement is necessary and beneficial to the operations of the issuer;
          (b) the terms of the arrangement are the same or better than those that can be obtained from third parties;
          (c) the arrangement will be reviewed at regular intervals and approved by independent directors or shareholders;
          (d) the issuer has or will have adequate internal procedures to ensure that the terms of the arrangement are fair and reasonable; and
          (e) there is, or has been, adequate disclosure of the conflict, the parties to it, and the measures taken in respect of it. This may be through the prospectus, offering memorandum, introductory document, circular or other reports.
          (5) Whether the issuer has entered into any right of first refusal agreements and whether such agreements are valid for as long as the conflicts of interest exist. Where a business trust or REIT enters into right of first refusal agreements, Paragraph 3 of Practice Note 4.1 shall apply.

          Amended on 29 September 2011.

      • Part VIII Moratorium

        • 225 Purpose of a Moratorium

          The purpose of a moratorium is to maintain the promoters' commitment to the issuer and align their interests with that of public shareholders.

        • Promoters

          • 226

            For the purpose of this Chapter, "promoters" of an issuer are: —

            (1) controlling shareholders and their associates; and
            (2) executive directors with an interest in 5% or more of the issued share capital excluding subsidiary holdings at the time of listing.

            Amended on 31 March 2017.

        • Moratorium Undertakings

          • 227

            The promoters must give contractual undertakings to the issue manager to observe a moratorium on the transfer or disposal of all their interests in the securities of the issuer.

          • 228

            Where a promoter has an indirect shareholding in the applicant, the promoter must also provide an undertaking to maintain the promoter's effective interest in the securities under moratorium during the moratorium period. However where an indirect shareholding is held through a company which is listed, the promoter's holding in that listed company is excluded from the moratorium.

        • Period of Moratorium

          • 229

            The period of moratorium must not be shorter than the following:—

            (1) In the case of SGX Mainboard issuers who satisfy the profitability test in Rule 210(2)(a) or (b), the promoters' entire shareholdings at the time of listing for at least 6 months after listing.
            (2) In the case of SGX Mainboard issuers who satisfy the market capitalization test in Rule 210(2)(c) or Rule 210(8),or Rule 210(9), the promoters' entire shareholdings at the time of listing for at least 6 months after listing, and at least 50% of original shareholdings (adjusted for any bonus issue or subdivision) for the next 6 months.
            (3) In the case of investors each with 5% or more of the issuer's post-invitation issued share capital excluding subsidiary holdings who acquired their securities, and who made payment for their acquisition, less than 12 months prior to the date of the listing application, a proportion of their shareholdings will be subject to moratorium for 6 months after listing computed based on the following cash formula:—



            Where

            M = the number of shares subject to moratorium;

            VCP = the total cash paid for the shares acquired by the investor within the 12 months preceding the date of the listing application;

            VIPO = the value of the investor's total shareholdings acquired within 12 months preceding the date of the listing application based on the issue price at the initial public offering, or if there is no initial public offering, the price agreed by the Exchange; and

            P = the total number of shares paid for by the investor in the 12 months preceding the date of the listing application.
            (4) In the case of investors each with less than 5% of the issuer's post-invitation issued share capital excluding subsidiary holdings who acquired their securities, and who made payment for their acquisition, less than 12 months prior to the date of the listing application, there will be no limitation on the number of shares which may be sold as vendor shares at the time of the initial public offering.

            Where the investors have shares remaining unsold at the time of the initial public offering, the proportion of such remaining shares to be subject to a moratorium for 6 months after listing shall be computed based on the following cash formula:—



            Where

            M = the number of shares subject to moratorium;

            VCP = the total cash paid for the shares acquired by the investor within the 12 months preceding the date of the listing application;

            VIPO = the value of the investor's total shareholdings acquired within 12 months preceding the date of the listing application based on the issue price at the initial public offering, or if there is no initial public offering, the price agreed by the Exchange; and

            P = the total number of shares paid for by the investor in the 12 months preceding the date of the listing application.
            (5) In the case of investors who are connected to the issue manager for the initial public offering of the issuer's securities, their shareholdings will be subject to a moratorium for 6 months after listing. For the avoidance of doubt, these investors are prohibited from selling vendor shares at the time of the initial public offering.
            (a) Rule 229(5) will not apply if:—
            (i) The investor is a fund manager and the funds invested in the issuer are managed on behalf of independent third parties;
            (ii) the investor and the issue manager have separate and independent management teams and decisions making structures; and
            (iii) proper polices and procedures have been implemented to address any conflict of interest arising between the issue manager and the investor.
            The issuer should consult and demonstrate to the Exchange that these conditions have been met, to the satisfaction of the Exchange, for Rule 229(5) not to apply. The Exchange retains the discretion to require compliance with Rule 229(5) where it deems fit.
            (6) For the purposes of Rules 229(3), (4) and (5), where an introducer of the issuer, a consultant to the issuer for the initial public offering, or investors who are connected to the issue manager, have an indirect shareholding in the issuer, these investors may be required to comply with the moratorium requirements in Rule 228.

            Amended on 27 September 2013 and 31 March 2017.

      • Part IX Methods of Offering

        • General

          • 230

            An offering of securities for subscription or sale must include a public subscription tranche. In addition to the public subscription tranche, an issuer may also distribute its securities either by way of a placement, or book-building, or by a combination of these methods, subject to compliance with the listing rules and such other conditions as the Exchange may consider appropriate.

            Amended on 2 May 2017.

        • Placing or Offer for Subscription

          • 231

            The issuer must issue a prospectus or offering memorandum, in connection with an offering of securities for subscription or sale. The prospectus or offering memorandum must comply with Chapter 6.

        • Placement Tranche

          • 232

            The issue manager, underwriter, lead broker, distributor, or any of their connected clients (as defined in Rule 240) or their discretionary managed portfolios (whether proprietary or not) must not be allocated or allotted more than 25% of the securities made available for placement by each of them respectively. Any allocation or allotment to such parties must be disclosed in the form specified in Rule 240. This rule does not apply to securities taken up pursuant to an underwriting or sub-underwriting agreement.

            Amended on 2 May 2017.

        • Public Subscription Tranche

          • 233

            Where an invitation involves a public subscription tranche, the following rules apply to allocation and allotment of securities in this tranche:—

            (1) The basis of allocation and allotment to investors must be fair and equitable.
            (2) The balloting procedures must be clearly spelt out and strictly adhered to. Unsuccessful applicants must be notified, and the application money must be returned, within 24 hours of the balloting.
            (3) In respect of applications which have been balloted but subsequently rejected, the reasons for rejection must be clearly stated.
            (4) In respect of applications which have been partially successful, the balance of the application money must be refunded in the shortest possible time.

            Amended on 2 May 2017.

          • 233A

            (1) The issuer shall ensure that a minimum of 5% of the number, or S$50 million in value, of the securities offered for subscription or sale, whichever is lower, is allocated to the public subscription tranche.
            (2) Where the subscription or sale of securities in the public subscription tranche do not meet the relevant threshold prescribed in Rule 233A(1) at the close of the offering of securities for subscription or sale, the issuer may reallocate the securities that are not subscribed or sold from the public subscription tranche to the placement tranche.

            Added on 2 May 2017.

        • Preferential Allotment of Reserved Securities

          • 234

            The issuer may reserve up to 10% of the offered securities for allocation and allotment to its employees, directors, customers, suppliers and persons who have contributed to the success of the issuer.

            Amended on 29 September 2011.

        • Introduction

          • 235

            An issuer may apply for listing of its securities by way of introduction without any offer being made of its securities for subscription or sale, if it complies with the relevant shareholding spread requirements.

          • 236

            An introduction will normally be appropriate in the following circumstances:—

            (1) where the securities for which listing is sought are already listed on another stock exchange;
            (2) where the securities of an issuer are distributed in specie to its shareholders or to the shareholders of another listed issuer; or
            (3) where a holding company is formed and its securities are issued in exchange for those of one or more listed issuers.

          • 237

            An introduction may not be permitted if an issuer has carried out any fund raising activities in Singapore within six months before its listing application. An issuer is also not permitted to carry out any fund raising activities in Singapore within three months after its listing.

          • 238

            The applicant must issue an introductory document in connection with an introduction. The introductory document must comply with the Exchange's requirements set out in Chapter 6. The Exchange may modify or waive any particular requirement if it considers it appropriate.

        • Underwriting

          • 239

            An issue of securities in connection with a listing on the Exchange can be made with or without it being underwritten. An issuer which proposes to make an issue without underwriting should consult the Exchange as early as possible.

        • Disclosure of Subscription

          • 240

            (1) If any of the following persons acquires an interest (whether directly or through a nominee) in the securities being marketed, their respective aggregate interest and the circumstances resulting in the acquisition of the interest must be announced before listing of the issuer's securities:—
            (a) each director and his associates;
            (b) each substantial shareholder and his associates;
            (c) the issue manager and its connected clients;
            (d) the underwriter and its connected clients;
            (e) the lead broker and its connected clients; and
            (f) any distributor and its connected clients.
            (2) The disclosure required by Rule 240(1) must be made to the best of the issue manager's knowledge and belief, having taken all reasonable steps and made all reasonable enquiries.
            (3) A "connected client" means:—
            (a) a director or substantial shareholder of the issue manager, underwriter, lead broker or distributor;
            (b) a spouse, infant child or step child of any person in (a);
            (c) a person in the capacity of trustee of a private or family trust (other than a pension scheme) the beneficiaries of which include any person in (a);
            (d) a relative of any person in (a) whose account is managed by the issue manager, underwriter, lead broker or distributor in pursuance of a discretionary managed portfolio agreement; or
            (e) a company which is a member of the same group of companies as the issue manager, underwriter, lead broker or distributor.

        • Issue Price

          • 241

            The issue price of the equity securities (other than convertible equity securities) offered for subscription or sale, for which a listing is sought, must be at least S$0.50 each.

            Amended on 10 August 2012.

        • Offer Period

          • 242

            An issuer offering equity securities for subscription or sale must keep the offer open for at least 2 market days (excluding the date of commencement of offer). The Exchange may allow a shorter period for a secondary listing involving an offer of shares.

      • Part X Listing Procedures

        • 243

          An applicant may consult the Exchange to resolve specific issues prior to the submission of an application. Unless the Exchange prescribes otherwise, the following sets out the usual main steps in the listing process:—

          (1) The applicant submits (to the Listings Function) one copy of the listing application prepared in compliance with Rules 245 and 246;
          (2) The Exchange considers whether the application satisfies the listing requirements and will decide whether to issue an eligibility-to-list letter (with or without conditions). Listing will not be permitted until all conditions set out in the eligibility-to-list letter have been satisfied;
          (3) Where a prospectus or offering memorandum is required to be issued, the applicant lodges the prospectus or offering memorandum with the relevant authority (if applicable) and submits a copy to the Exchange. The lodged copy of the prospectus should not be materially different from the prospectus or offering memorandum on which the eligibility-to-list letter was issued. The applicant must submit a written confirmation to the Exchange to this effect. If there are material differences, the Exchange may withdraw the eligibility-to-list letter;
          (4) The Exchange will inform the applicant of any further information (additional to what is prescribed) that is required to be disclosed prior to commencement of trading. The applicant decides whether to include this information in its prospectus or offering memorandum, or to make pre-quotation disclosure through an announcement to the Exchange. Pre-quotation disclosure must be made not later than the market day before trading commences. Preferably, it should be made before the launch of the offer;
          (5) If the listing entails an offer of securities to the public, the applicant invites applications to subscribe for or purchase the securities. After the offer closes, the applicant announces the outcome of the offer, and where appropriate, the level of subscription and the basis of allocation and allotment, and the subscription rate reflecting the true level of demand for the offer. In computing the subscription rate, subscriptions by connected persons and the persons mentioned in Rule 240 must be excluded;
          (6) On satisfaction of the conditions expressed in the eligibility-to-list letter, the issuer is admitted to the Official List at the discretion of the Exchange. Trading of its listed securities commences on a date determined by the Exchange either on a deferred settlement basis or ready basis or such other basis as the Exchange may approve.

        • Time Schedule

          • 244

            The Exchange will decide whether to issue an eligibility-to-list letter as soon as practicable after receipt of a complete application. If the applicant makes material amendments to the prospectus, the time may start to run from the date the material amendment is notified to the Exchange. On a case-by-case basis, the Exchange may agree to vary the procedures or time indicated if an issue involves a concurrent dual listing or international offering. Any proposed variation in procedures and timetable must be agreed with the Exchange before the submission of the application.

        • Contents of Application

          • 245

            The listing application is intended to serve the purpose of placing before the Exchange the information essential in determining the suitability of the applicant for admission to the Official List of, and its securities for public trading on, the Exchange. The applicant, its issue manager and all professionals who are involved in the preparation of the listing application must therefore ensure that all information that is material to the Exchange's decision on the application is made available promptly to the Exchange. Rule 740 applies to information supplied as part of an application.

          • 246

            The application must include:—

            (1) Particulars as required in Appendix 2.1 with a checklist showing compliance with the admission requirements set out in Rules 210, 211 and 222, whichever is applicable.
            (2) Prospectus, offering memorandum or introductory document, whichever is applicable. The document should be accompanied by a checklist of compliance with Fifth Schedule, Securities and Futures (Offers of Investments)(Shares and Debentures) Regulations 2005, Third Schedule, Securities and Futures (Offers of Investments)(Collective Investment Schemes) Regulations 2005 and Fourth Schedule, Securities and Futures (Offers of Investments)(Business Trusts)(No.2) Regulations 2005, as amended from time to time, and where applicable.
            (3) In the case of a primary listing, the draft memorandum and articles of association or other constituent document, which must comply with Appendix 2.2 and which is marked at the right hand margin to indicate compliance with Appendix 2.2, including a confirmation by the legal advisers to the issuer that the draft memorandum and articles of association or other constitutent document are in compliance with Appendix 2.2. In the case of a secondary listing, the memorandum and articles of association or other constituent document (incorporating all amendments made to date) which has been filed with its home exchange.
            (4) Confirmation by the issue manager that:—
            (a) having made due and careful enquiry, the issuer satisfies the admission requirements;
            (b) all documents required by the listing rules to be included in the application has been or will be supplied to the Exchange;
            (c) any other matters known to the issue manager which should be taken into account have been disclosed in the prospectus or otherwise in writing;
            (d) if any further information becomes available before listing, it will inform the Exchange; and
            (e) the directors of an applicant have been informed of their obligations under the listing rules as well as the relevant Singapore laws and regulations.
            (f) it is satisfied that the profit forecast, if any, has been made by the applicant's directors after due and careful enquiry.
            (5)
            (a) Declaration by each director, executive officer, controlling shareholder, and officer occupying a managerial position and above who is a relative of any director or controlling shareholder, in the form set out in paragraph 8, Part VII of the Fifth Schedule, Securities and Futures (Offers of Investments)(Shares and Debentures) Regulations 2005, as amended from time to time.
            (b) In the case of a reverse takeover under Rule 1015, declaration by the acquired group's directors, executive officers, controlling shareholders, and officers occupying a managerial position and above who are relatives of any director or controlling shareholder, in the form set out in paragraph 8, Part VII of the Fifth Schedule, Securities and Futures (Offers of Investments)(Shares and Debentures) Regulations 2005, as amended from time to time.
            (c) In the case of a secondary listing, the requirements in (a) and (b) are not applicable.
            (6) Resumes and particulars of the directors, executive officers, and controlling shareholders. If the controlling shareholder is a company or partnership, resumes and particulars of its directors, executive officers, controlling shareholders, and partners.
            (7) Material contracts entered into during the preceding 24 months or proposed to be entered into by the company and its subsidiaries with any director, controlling shareholder or their associate. In the case of a secondary listing, this requirement is not applicable.
            (8) Detailed profit and cash flow projections for the current year and ensuing year of the applicant and each principal subsidiary and associated company must be submitted upon request by the Exchange. In the case of a secondary listing, this requirement is not applicable.
            (9) Auditors' report to management on the internal control and accounting systems of the applicant and its principal subsidiaries. In the case of a secondary listing, this requirement is not applicable. Where there are weaknesses in an applicant's internal control and accounting systems, the Exchange may require a confirmation from the auditors that the weaknesses are not material.
            (10) For an applicant which is engaged in property investment or development, the valuation report(s) of each principal asset of the group that is revalued. In the case of a secondary listing, this requirement is not applicable.
            (11) The requisite listing fee.
            (12) Confirmation by the applicant that it has obtained all requisite approvals, and is in compliance with laws and regulations, that would materially affect its business operations.
            (13) Statement by the directors of the applicant on whether the applicant, its subsidiaries, associated companies or any part of its undertakings and assets had previously applied for a listing in Singapore or elsewhere.

            If so, to advise on the details of such application including the date of application, the relevant stock exchange, the status and outcome of the application, issues raised by the relevant stock exchange and conditions imposed.

            If no prior listing has been sought, a confirmation from the directors of the applicant that they are not aware of any reasons why the applicant cannot be listed on any exchange.
            (14) Confirmation by the Board of Directors and the issue manager of the applicant that, in relation to the appointment of auditing firms, the applicant is in compliance with Rule 712 and Rule 715 or 716.

            Amended on 29 September 2011 and 25 September 2015.

          • 247

            The Exchange may require an applicant to provide additional information and documents which it requires for a proper consideration of the application. The Exchange may, in its absolute discretion, waive or modify compliance with any of these requirements.

        • Documents to be Submitted After Approval In-Principle and Before the Prospectus, Offering Memorandum or Introductory Document is Issued.

          • 248

            As soon as practicable after the company receives approval in-principle for listing from the Exchange but in any event not later than the date of issue of the prospectus, offering memorandum or introductory document, the following must be submitted:—

            (1) The signed listing undertaking in the form set out in Appendix 2.3.1 or 2.3.2, whichever is applicable;
            (2) Two signed copies of the Memorandum and Articles of Association or other constituent document (incorporating all amendments made to date);
            (3) A copy of certificate of incorporation and certificate of change of status, if any;
            (4) A signed copy of the auditors' letter on the profit projections for the current financial year and any unaudited accounts included in the prospectus, offering memorandum or introductory document, in a form acceptable to the Exchange;
            (5) A signed copy of the underwriting agreement, if any;
            (6) A signed copy of the Accountants' Report, if any;
            (7) A signed copy of the Directors' Report, if any;
            (8) A signed copy of the minutes of the due diligence meetings;
            (9) Copies of the letters of consent to act from directors, valuers, solicitors, issue managers, registrars and other professional firms, if applicable; and
            (10) The required number of copies of the prospectus, offering memorandum or introductory document.

        • Documents to be Submitted on or Before the Closing Date of the Offering, or Where Appropriate, as Soon as Practicable After Issue of the Prospectus, Offering Memorandum or Introductory Document

          • 249

            As soon as practicable on or before the closing date of the offering, or after the issue of the prospectus, offering memorandum or introductory document, the following documents must be submitted : —

            (1) The following details in respect of any moratorium shares;
            (a) Name of registered shareholder (and name of beneficial shareholder if different);
            (b) Share Certificate number and number of shares represented; and
            (c) Endorsement on share certificate.
            (2) Statement confirming that the securities to be listed are eligible for deposit with CDP.
            (3) Basis for allocation and allotment of any reserved securities.
            (4) Confirmation by the issue manager that any allocation and allotment of securities pursuant to a placement has been made in compliance with Rule 232. The Exchange may require a list of the places to be submitted.

        • Documents to be Submitted Before Trading Commences

          • 250

            As soon as practicable before trading commences, or after the close of the offering, the following documents must be submitted: —

            (1) Confirmation that all share certificates have been issued and despatched, if applicable;
            (2) A copy of the return of allotment filed with the Registrar of Companies and Businesses or any competent authority, if applicable;
            (3) Confirmation by the issue manager that Rule 210(1) or Rule 211(1), and Rule 240 have been complied with;
            (4) Confirmation by the issue manager that, in its opinion, allocation and allotment of the securities has resulted in a distribution that is not expected to result in a disorderly market when trading begins in the applicant's securities; and
            (5) Where the listing involves an issue of shares, the following information must be provided on allocation and allotment of the securities:—
            (a) a list of the directors and substantial shareholders and their respective shareholdings;
            (b) A declaration on the percentage of issued share capital held in public hands and the number of holders in the format set out below:—

            (i) Where the total offer size is less than $75 million based on the issue price, at least 40% of the invitation shares or $15 million whichever is lower, must be distributed to investors, each allocated and allotted not more than 0.8% of the invitation shares or $300,000 worth of shares whichever is lower:—
            Holding Size No of Holders Total Holdings Total Holdings as a % of Total Invitation
            Regulated Portion

            Not more than 0.8% of total invitation shares or $300,000 worth of shares (whichever is lower)
                 
            Unregulated Portion

            Not more than 0.8% of total invitation shares or $300,000 worth of shares (whichever is lower)



            More than 0.8 % of total invitation shares or $300,000 worth of shares (whichever is lower)
                 
            Total:  

             

             



            Note:
            1. The shareholdings of an applicant and his associates must be aggregated and treated as one single holder.
            2. Preferential allotments made pursuant to Rule 234 come under the unregulated portion.
            3. Distribution requirements are not applicable to offer size of $120 million or more.
            (ii) Where the total offer size based on the issue price is $75 million or more but less than $120 million, at least 20% of the invitation shares must be distributed to investors, each allocated and allotted not more than 0.4% of the invitation shares:—
            Holding Size No of Holders Total Holdings Total Holdings as a % of Total Invitation
            Regulated portion

            Not more than 0.4% of total invitation shares
                 
            Unregulated Portion

            Not more than 0.4% of total invitation shares



            More than 0.4% of total invitation shares
                 
            Total:  

             

             



            Note:
            1. The shareholdings of an applicant and his associates must be aggregated and treated as one single holder.
            2. Preferential allotments made pursuant to Rule 234 come under the unregulated portion.
            3. Distribution requirements are not applicable to offer size of $120 million or more.
            (6) An undertaking from each of the applicant's (or where applicable REIT manager's or trustee manager's) directors and executive officers to comply with the Exchange's listing rules. The undertaking must be in the form set out in Appendix 7.7.

            Amended on 7 October 2015.

      • Part XI Global Depository Receipts

        • 251

          Part XI sets out the requirements for the listing of global depository receipts representing equity securities of a corporation issued by a third party ("depository").

          For the purposes of this Part, the following definition applies:—

          (1) "depository" refers to the party, authorised by a corporation, to issue/cancel global depository receipts representing equity securities of a corporation in connection with a global depository receipt program.
          (2) "corporation" refers to the corporation whose equity securities are represented by the global depository receipts.

          Amended on 29 September 2011.

        • Requirements for an Issue of Global Depository Receipts

          • 252

            (1) Global depository receipts representing equity securities of a corporation will be admitted to listing on the Exchange only if the securities they represent are already listed or will be concurrently listed on a foreign stock exchange (referred to as the "home exchange") and must be, or will be, subject to the listing (or other) rules of the home exchange where it has a primary listing.
            (2)
            (a) Global depository receipts are to be offered or traded solely to and by institutional investors, accredited investors or such other persons as contemplated under Sections 274 or 275 of the Securities and Futures Act (Cap. 289).
            (b) The aforesaid restriction applies to both primary and secondary markets, and for the avoidance of doubt excludes retail participation even beyond the 6 months period contemplated under Section 276 of the Securities and Futures Act (Cap.289).
            (3) A depository must:—
            (a) Be a reputable financial institution, duly incorporated according to the relevant laws of its place of incorporation;
            (b) Be supervised by a banking or securities regulatory authority; and
            (c) Show that it has the relevant expertise and experience in the issue of global depository receipts.
            (4) The underlying equity securities, represented by global depository receipts, must be freely transferable, validly issued, and free from any liens or encumbrances.
            (5) The global depository receipts, to be listed, must be freely transferable, and free from all liens.

        • Continuing Listing Obligations

          • 253

            The corporation must undertake to:

            (1) Maintain the listing of the underlying equity securities on the home exchange and abide by the listing (or other) rules of that exchange;
            (2) Release all information and documents (in English) to the Exchange at the same time as such information is released to the home exchange;
            (3) Announce any notice of substantial shareholders' interests in the corporation's securities or a change in the percentage level of interest or interests of a substantial shareholder in the corporation when received by the corporation. The corporation may follow the rules of its home exchange if the exchange regulates such notifications;
            (4) Provide the Exchange with the required number of copies and one electronic copy of its published annual report (in English) and all documents annexed thereto as soon as it is issued, pursuant to the rules of the home exchange. If the annual report is not published in English, to provide a translated copy at the same time the annual report is issued;
            (5) Seek the Exchange's approval prior to any change of depository. The replacement depository must satisfy the Exchange that it has the relevant expertise and experience. A subsequent announcement of such change of the depository will be required;
            (6) Provide the Exchange with 2 copies of any subsequent amended draft memorandum and articles of association or other constituent document to the Exchange no later than when it sends the notice convening the meeting to pass the amendment;
            (7) Provide the Exchange with the contact details of authorised representatives of the depository and the corporation to facilitate an effective channel of communication, subject to:
            (a) such representatives being easily contactable during market trading hours;
            (b) to notify the Exchange of any changes to the contact details of the assigned representatives; and
            (8) Comply with such other listing rules as may be applied by the Exchange from time to time.

        • Fees

          Deleted on 25 September 2015.

        • Treasury Shares

          • 255

            Chapter 8 will apply to the issue of shares out of treasury. The issuer must submit to the Exchange a confirmation of compliance with the provisions of Chapter 8.

    • Chapter 3 Debt Securities

      • Part I Scope of Chapter

        • 301

          This Chapter applies to the listing of debt securities, such as bonds, notes and loan stocks, issued by domestic or foreign corporations, supranational bodies, governments, government agencies or any other entities, whether established in Singapore or elsewhere, offered to specified investors and non-specified investors.

          For purpose of this Chapter, "specified investors" means persons specified under sections 274 or 275 of the SFA (or such equivalent terms in the relevant jurisdictions where the debt securities are subscribed), and "non-specified investors" means persons who are not specified investors.

          Amended on 19 May 2016.

        • 302

          An issuer can seek listing of its debt securities in one of the following ways:—

          (1) Placement or offer for sale or subscription of a new or existing issue of debt securities.
          (2) Introduction of an existing issue of debt securities. An introductory document must be issued in connection with the listing.

      • Part II Listing Requirements for Local Debt Securities

        • 303

          One of the following requirements must be met for the listing of an issue of local debt securities:—

          (1) For an issuer whose equity securities are listed on the Exchange, the issue of debt securities must have a principal amount of at least S$750,000 (or its equivalent in foreign currencies).
          (2) For an issuer whose equity securities are not listed on the Exchange: —
          (a) The issuer must meet the Exchange's requirements in Rule 210(2), (3), (4) and (5) for listing of equity securities, and the issue of debt securities must have a principal amount of at least S$750,000 (or its equivalent in foreign currencies); or
          (b) The issue of debt securities must have a principal amount of at least S$750,000 (or its equivalent in foreign currencies) and at least 80% of the issue must be subscribed by specified investors; or
          (c) The issuer must be the Government or a Singapore government agency; or
          (d) The issue of debt securities must have a credit rating of investment grade and above.
          (3) Where the requirements in Rule 303(1) or (2) are not met, the issuer's obligations under the issue of the debt securities must be:—
          (a) guaranteed by an entity that is listed on the Exchange and the issue of debt securities must have a principal amount of at least S$750,000 (or its equivalent in foreign currencies); or
          (b) guaranteed by an entity which meets the requirement in Rule 210(2), (3), (4) and (5) and the issue of debt securities must have a principal amount of at least S$750,000 (or its equivalent in foreign currencies); or
          (c) guaranteed by the Government or a Singapore government agency.
          (4) The issuer or guarantor must meet the criteria for exemption under the Securities and Futures (Offers of Investments) (Exemption for Offers of Straight Debentures) Regulations 2016.
          (5) The issuer or guarantor must meet the eligibility criteria under Part VI of this Chapter.

          Amended on 19 May 2016.

      • Part III Listing Requirements for Foreign Debt Securities

        • 304

          One of the following requirements must be met for the listing of an issue of foreign debt securities:—

          (1) The issuer must be:—
          (a) a supranational body; or
          (b) a government, or a government agency whose obligations are guaranteed by a government; or
          (c) an entity whose equity securities are listed on the Exchange; or
          (d) a corporation which meets the following requirements:—
          (i) Rule 210(2), (3), (4) and (5) for the listing of equity securities; or
          (ii) A cumulative consolidated pre-tax profit of at least S$50 million (or its equivalent in foreign currencies) for the last three years, or a minimum pre-tax profit of S$20 million (or its equivalent in foreign currencies) for any one of the three years; and consolidated net tangible assets of at least S$50 million (or its equivalent in foreign currencies); or
          (e) a corporation whose obligations under the issue of the debt securities are guaranteed by any of the entities in Rule 304(1)(a), (b), (c) or (d).
          (2) The issue of debt securities must be at least 80% subscribed by specified investors.
          (3) The issue of debt securities must have a credit rating of investment grade and above.
          (4) The issuer or guarantor must meet the criteria for exemption under the Securities and Futures (Offers of Investments) (Exemption for Offers of Straight Debentures) Regulations 2016.
          (5) The issuer or guarantor must meet the eligibility criteria under Part VI of this Chapter.

          Amended on 19 May 2016.

      • Part IV General Requirements for Debt Securities

        • Paying Agent

          • 305

            A foreign issuer is normally required to appoint a paying agent in Singapore while the debt securities are quoted on the Exchange and upon the issue of debt securities in definitive form. The Exchange may accept other arrangements to enable definitive certificate holders of the bearer debt securities in Singapore to be paid promptly.

        • Disclosure of Allocation Outcome

          • 306

            Where an issue of debt securities is offered to non-specified investors, the issuer must announce the outcome of the offer, and where appropriate, the level of subscription, the basis of allocation and allotment, and the subscription rate for the offer, prior to the listing of the debt securities.

            Amended on 29 September 2011 and 19 May 2016.

        • Adjustments

          • 307

            If debt securities are:—

            (1) redeemable by the issuer, either in whole or in part, by an issue of shares; or
            (2) convertible into shares, either in whole or in part, by the holder; or
            (3) issued in conjunction with separate options to subscribe for shares,

            the terms of issue of the debt securities must provide for appropriate adjustments to the conversion rights in the event of any alteration to the capital of the issuer, and whether the holders of the debt securities and/or options have any participating rights in the event of a takeover offer for the issuer.

        • Trustee and Trust Deed

          • 308

            (1) An issuer shall appoint a trustee to represent the holders of its debt securities listed on the Exchange.
            (2) Rule 308 does not apply to a debt issue that is, for the entire tenor of the debt issue:
            (a) offered only to specified investors; and
            (b) traded in a minimum board lot size of S$200,000 (or its equivalent in foreign currencies).
            (3) The issuer shall ensure that the trustee is a person that satisfies one of the following requirements:
            (a) a holder of a trust business license under the Trust Companies Act that is carrying on business in Singapore in that capacity; or
            (b) a bank licensed under the Banking Act that is carrying on business in Singapore in that capacity; or
            (c) an approved trustee referred to in section 289 of the SFA that is carrying on business in Singapore in that capacity; or
            (d) a trustee that is licensed or regulated in an equivalent foreign jurisdiction and that is carrying on business in or outside of Singapore in that capacity.
            (4) The issuer shall ensure that it has no interest in or relation to the trustee which may conflict with the trustee's role as trustee. In evaluating if it has such an interest or relation, the issuer shall take into account whether it controls (as defined in the Listing Manual) the trustee.
            (5) The issuer shall ensure that the trust deed governing the issue of debt securities is executed and contains provisions to the effect of the following:
            (a) the trustee or the security trustee appointed shall:
            (i) upon the occurrence of an event described in Rule 308(5)(b)(i), take action, which shall be set out in the trust deed, on behalf of holders of debt securities; and
            (ii) ensure that it has the ability and powers to perform all of its duties as set out in the trust deed;
            (b) the issuer shall promptly notify the trustee when the issuer is aware that:
            (i) any event of default, enforcement event or other event that would cause acceleration of the repayment of the principal amount of the debt securities has occurred; or
            (ii) any condition of the trust deed cannot be fulfilled;
            (c) a meeting of holders of debt securities shall be called on a requisition in writing signed by holders of at least 10% of the nominal amount of the outstanding debt securities; and
            (d) if the trustee ceases to perform its function, the issuer shall appoint another trustee which meets the criteria in Rules 308(3) and 308(4).

            Amended on 29 September 2011 and 19 May 2016.

        • Medium Term Note Programme

          Added on 29 September 2011.

          • 309

            The principal amount of each listed series of a Medium Term Note Programme must be at least S$5 million (or its equivalent in foreign currencies).

            Amended on 29 September 2011 and 19 May 2016.

      • Part V Listing Procedures for Debt Securities

        • 310

          An applicant may consult the Exchange to resolve specific issues prior to the submission of an application. Unless the Exchange prescribes otherwise, the following sets out the usual main steps in the listing process.

          (1) The applicant submits (to the Listings Function) one copy of the listing application. The listing application comprises the prospectus, offering memorandum or introductory document prepared in compliance with Rules 312 to 313 and, the supporting documents set out in Rule 314. The prospectus, offering memorandum or introductory document which forms part of the listing application must be in final form;
          (2) The Exchange considers whether the application satisfies the listing requirements and will decide whether to issue an eligibility-to-list letter for listing (with or without conditions). Listing will not be permitted until all conditions set out in the eligibility letter have been satisfied;
          (3) Where a prospectus, offering memorandum or introductory document is required to be issued, the applicant lodges the prospectus, offering memorandum or introductory document with the relevant authority (if applicable) and submits a copy to the Exchange. The lodged copy of the prospectus, offering memorandum or introductory document should not be materially different from the prospectus, offering memorandum or introductory document on which the eligibility-to-list letter was issued. The applicant must submit a written confirmation to the Exchange to this effect. If there are material differences, the Exchange may withdraw the eligibility-to-list letter;
          (4) The Exchange will inform the applicant of any further information that is required to be disclosed prior to commencement of trading. The applicant decides whether to include this information in its prospectus, offering memorandum or introductory document, or to make pre-quotation disclosure through an announcement to the Exchange. Pre-quotation disclosure must be made not later than the market day before commencement of trading of the debt securities; and
          (5) On satisfaction of the conditions expressed in the eligibility-to-list letter, the issuer's debt securities will be listed and quoted on the Exchange.

        • Time Schedule

          • 311

            The Exchange will decide whether to issue an eligibility-to-list letter as soon as practicable after receipt of a complete application. If the applicant makes material amendments to the prospectus, offering memorandum or introductory document, the time may start to run from the date the material amendment is notified to the Exchange.

        • Content of Prospectus, Offering Memorandum or Introductory Document

          • 312

            If a prospectus is required, a checklist showing compliance with Part II of Chapter 6 must be provided. If, under applicable law, an application is made to the relevant government authority for any waiver or modification of any prospectus requirement, a copy of such letter must be submitted together with the prospectus.

          • 313

            If the debt securities are offered without a prospectus and primarily to specified investors, the offering memorandum or introductory document must contain the information that such investors would customarily expect to see in such documents.

            Amended on 19 May 2016.

        • Documents to be Submitted with the Prospectus, Offering Memorandum or Introductory Document

          • 314

            The documents set out below must be submitted together with the applicable listing fee. Where the debt securities are issued by an issuer whose equity securities are listed on the Exchange, or where the debt securities are offered primarily to specified investors, the issuer need only submit the documents set out in Rule 314(5), (6), (7) and (8).

            (1) The Memorandum and Articles of Association or other constituent documents if any, incorporating all amendments to date.
            (2) Material contracts (other than those entered into in the ordinary course of business) entered into during the preceding 24 months or proposed to be entered into by the issuer and its subsidiaries with any director, controlling shareholder or their associates.
            (3) Auditors' report to management on the internal control and accounting system of the issuer and its principal subsidiaries.
            (4) For an issuer which is engaged in property investment or development, valuation report(s) of each principal asset of the group that is revalued.
            (5) The mortgage indenture or equivalent instrument certified by the trustee.
            (6) The trust deed and a checklist showing compliance with the requirements in Rule 308(3), (4) and (5).
            (7) Other documents, such as a deed poll, that may be applicable to the issue of debt securities.
            (8) A checklist showing compliance with the relevant requirements under Rules 303 to 309.

            Amended on 29 September 2011 and 19 May 2016.

        • Documents to be Submitted After Approval In-Principle

          • 315

            After the issuer receives approval in-principle from the Exchange, the following documents must be submitted before the listing of the debt securities:—

            (1) The signed listing undertaking in the form set out in Appendix 2.3.1;
            (2) The signed issue documents, such as the subscription agreement, agent bank agreement and fiscal agency agreement and trust deed (as applicable);
            (3) The required number of copies of the prospectus, offering memorandum or introductory document;
            (4) A local debt issuer must also submit the following documents:—
            (a) A copy of the "tombstone" advertisement, if one was published;
            (b) A signed copy of the auditors' letter on the accounts in a form acceptable to the Exchange, where an accountants' report is prepared for the purpose of the issue; and
            (c) A certified copy of any relevant resolution(s) of the shareholders and a copy of any letters of approval from the Government, if applicable;
            (5) In the case of a foreign debt issuer, the names and addresses of its representatives, with whom the Exchange may liaise in respect of future correspondence regarding the debt securities. The representatives must be easily contactable by the Exchange; and
            (6) Such other documents (if any) as stipulated in the approval in-principle letter.

      • Part VI Seasoning of Debt Securities

        • 316

          For the purposes of this Part, the following definitions apply: —

          (1) "Product Highlights Sheet" means a product highlights sheet relating to debt securities that meets the requirements under the Securities and Futures (Offers Of Investments) (Exemption for Offers of Post-Seasoning Debentures) Regulations 2016.
          (2) "re-tap" means an additional issuance of debt securities that have the same terms (except for price, original tenor, size and date of issuance) as the debt securities initially offered only to specified investors.
          (3) "seasoning period" means the 6-month period from the date of listing on the Exchange of an issue of debt securities to specified investors which satisfies the requirements in this Part.

          Amended on 19 May 2016.

        • 317

          Debt securities initially offered only to specified investors may be made available for trading on the Exchange by non-specified investors after the seasoning period, subject to compliance with the provisions in this Part.

          Added on 19 May 2016.

        • Issuer and Guarantor Eligibility Criteria

          • 318

            The issuer or guarantor must meet the criteria for exemption under the Securities and Futures (Offers of Investments) (Exemption for Offers of Post-Seasoning Debentures) Regulations 2016. For avoidance of doubt, the material date to measure the "look-back" periods under the criteria for exemption will be based on, as the case may be, the instances prescribed in Rule 319.

            Added on 19 May 2016.

          • 319

            The issuer or guarantor must comply with the criteria referred to in Rule 318 at the following times, as applicable:

            (1) at the time of application for the listing of the initial issuance of debt securities on the Exchange;
            (2) at the time of application for confirmation that the debt securities are eligible for trading by non-specified investors; and
            (3) at the time of application to list additional debt securities for offer to non-specified investors through a re-tap.

            Added on 19 May 2016.

        • Issue Requirements

          • 320

            The issuer shall comply with the following:

            (1) The issue of debt securities must have a minimum principal amount of at least S$150 million (or its equivalent in foreign currencies) in the initial issuance to specified investors;
            (2) The debt securities issued shall be seasoned debentures as defined in the Securities and Futures (Offers of Investments) (Exemption for Offers of Post-Seasoning Debentures) Regulations 2016;
            (3) The offer documents issued to specified investors shall be announced via SGXNET; and
            (4) The offer documents referred to in Rule 320(3) and the Product Highlights Sheet shall be announced via SGXNET immediately upon receiving the Exchange's confirmation or approval-in principle, as the case may be, in the circumstances under Rule 319(2) and Rule 319(3). Updated or supplemental offer documents must be issued to reflect material changes relating to the issuer or the terms of the debt securities.

            Added on 19 May 2016.

        • Re-taps for Seasoned Debt Securities

          • 321

            If the issuer offers additional debt securities to non-specified investors through such re-taps, the aggregate principal amount of the offers through the re-taps must not exceed such amount specified in the Securities and Futures (Offers of Investments) (Exemption for Offers of Post-Seasoning Debentures) Regulations 2016. There is no cap on the amount of debt securities offered through a re-tap to specified investors.

            Added on 19 May 2016.

        • Disclosure Obligations

          • 322

            (1) The issuer must state in bold on the front cover of the offer documents issued to specified investors, its intent to make the debt securities available for trading on the Exchange by non-specified investors.
            (2) The issuer must disclose in the offer documents that:
            (a) the debt securities cannot be sold to non-specified investors before the end of the seasoning period;
            (b) the issuer may offer additional debt securities to non-specified investors through one or more re-taps and the aggregate principal amount of the offers through such re-taps will not exceed such amount specified in the Securities and Futures (Offers of Investments) (Exemption for Offers of Post-Seasoning Debentures) Regulations 2016;
            (c) the issuer undertakes to immediately disclose information which may have a material effect on the price or value of its debt securities or on an investor's decision whether to trade in such debt securities; and
            (d) the issuer complies with the eligibility criteria in Rule 318.

            Added on 19 May 2016.

      • Part VII Continuing Listing Obligations

        • 323

          An issuer shall immediately disclose to the Exchange via SGXNET any information which may have a material effect on the price or value of its debt securities or on an investor's decision whether to trade in such debt securities.

          Added on 19 May 2016.

        • 324

          An issuer shall immediately announce the following:

          (1) the redemption or cancellation of the debt securities, when every 5% of the total principal amount of those securities (calculated based on the principal amount at the time of initial listing) is redeemed or cancelled;
          (2) the details of any interest payment(s) to be made (except for fixed rate debt securities to which Rule 308 does not apply pursuant to Rule 308(2)); and
          (3) any appointment of a replacement trustee.

          Added on 19 May 2016.

        • 325

          In respect of debt securities where Rule 308 applies:

          (1) if the issuer or, where there are guarantors, any of the guarantors, has its equity securities listed on the Exchange (referred to in this Rule as an "equity issuer"):
          (a) subject to paragraph (b) below, the issuer shall announce via SGXNET the issuer's and the guarantor's consolidated profit and loss account and balance sheet in accordance with the timelines prescribed in Rule 705(2), Rule 705(3), Rule 707(1) and Rule 1207, prepared in accordance with Rule 220; and
          (b) the issuer need not announce the consolidated profit and loss account and balance sheet of an entity that is not an equity issuer (referred to in this Rule as a "non-equity issuer") if all of the following conditions are met:
          (i) the debt securities are guaranteed by one or more guarantors;
          (ii) the guarantee is full and unconditional;
          (iii) where there is more than one guarantor, the guarantor are joint and several;
          (iv) the profit and loss accounts and balance sheets of the equity issuer and that non-equity issuer are consolidated in accordance with Rule 220;
          (v) the issuer announces via SGXNET the consolidated profit and loss account and balance sheet of the equity issuer in accordance with the timelines prescribed in Rule 705(3), Rule 707(1) and Rule 1207, prepared in accordance with Rule 220; and
          (2) if the issuer and, where there are guarantors, all of the guarantors do not have their equity securities listed on the Exchange, a proposal shall be submitted for the Exchange's approval of its proposed arrangements for the disclosure of their financial statements on SGXNET. The arrangements approved by the Exchange are to be disclosed via the offer documents.

          Added on 19 May 2016.

        • 326

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

          Added on 19 May 2016.

    • Chapter 4 Investment Funds

      • Part I Scope Of Chapter

        • 401

          This Chapter sets out the Exchange's requirements on the listing of investment funds denominated in Singapore Dollars or in foreign currency.

        • 402

          An investment fund may be incorporated or established in Singapore or in another country. If it is incorporated or established in a foreign country, the fund may be required to satisfy the Exchange that there are adequate rules governing such funds.

        • 403

          Investments held by an investment fund need not be limited to shares and securities, but may take the form of partnership arrangements, participations, joint ventures and other forms of non-corporate investment.

      • Part II Listing Requirements for Investment Funds

        • 404

          An investment fund applying for listing must comply with the following requirements:—

          (1) For an investment fund denominated in Singapore Dollars:—
          (a) a minimum asset size of at least S$20 million; and
          (b) at least 25% of the investment fund's total number of issued shares excluding treasury shares or units is held by at least 500 public shareholders (100 in the case of a venture capital fund ).
          (2) For an investment fund denominated in a foreign currency:—
          (a) a minimum asset size of at least US$20 million (or its equivalent in other currencies);
          (b) a spread of holders necessary for an orderly market in the shares or units of the fund;
          (c) in the case of an investment fund incorporated or established in a foreign country, facilities for the transfer and registration of securities in Singapore (if required by the Exchange); and
          (d) in the case of an investment fund that is an exchange traded fund incorporated or established in a foreign country, the investment fund must be listed, or approved for listing, on a foreign stock exchange acceptable to the Exchange.

          Investments

          (3) An investment fund which is denominated in Singapore Dollars (other than a venture capital fund or a hedge fund) must comply with the following:—
          (a) It must limit its investments in companies which are related to the investment fund's substantial shareholders, investment managers or management companies, to a maximum of 10% of gross assets;
          (b) It must abide by the same investment and borrowing restrictions prescribed by the the Code of Collective Investment (CIS) Scheme; and
          (c) It must restrict investments in unlisted securities to 30% of gross assets.

          Investment Policy

          (4) A newly formed investment fund must not change its investment objectives and policies in the first three years unless approved by a special resolution of the shareholders in a general meeting.

          Investment Manager

          (5) The management company (if there is no management company, the sponsor or trustee) must be reputable and have an established track record in managing investments. Generally, the management company (sponsor or trustee) must have been in operation for at least five years.
          (6) The persons responsible for managing the investments of the investment fund must be reputable and have a track record in managing investments for at least 5 years. They must have satisfactory experience in managing the particular types of funds for which listing is sought.

          Non-Traded Fund

          (7) An investment fund that is listed, but does not intend to trade its units on the Exchange, will not have to comply with Rules 404(1)(b), 404(2)(b), 404(2)(c) and 404(2)(d).

          Real Estate Investment Trust (REIT)

          (8)
          (a) An application for the listing of a REIT must comply with Chapters 2 and 4 of the Listing Manual. On a continuing listing basis, the REIT is required to comply with all listing rules applicable to equity securities, with necessary adaptations.
          (b) A REIT is not required to comply with the following listing rules:—
          (i) Rule 748(1). However, it must announce its net tangible assets per share or per unit on a quarterly basis via SGXNET; and
          (ii) Rule 748(3). However, it must comply with the disclosure requirements under the Property Fund Guidelines and the Code on Collective Investment Schemes.
          (c) Acquisition of properties and assets of the REIT must be completed before the commencement of listing.
          (d) Right of first refusal agreements granted by the controlling unitholder to the REIT for the purpose of mitigating conflicts of interest must be valid as long as the conflicts of interest exist.

          Exchange Traded Fund (ETF)

          (9)
          (a) An ETF is not required to comply with the following rules:—
          (i) Rule 111;
          (ii) Rule 112;
          (iii) Rule 113;
          (iv) Rules 404(1)(b) or 404(2)(b). However, it must appoint at least one Designated Market Maker;
          (v) Rule 704(3);
          (vi) Rule 704(17);
          (vii) Rule 704(18);
          (viii) Rule 704(19);
          (ix) Rule 705(2);
          (x) Rule 707. However, the ETF must comply with the relevant provisions under the Code on Collective Investment Schemes;
          (xi) Rules 708 to 710. However, the ETF must make the necessary disclosures as required under Paragraph 7.2.1 of the Code on Collective Investment Schemes;
          (xii) Rules 711 to 711B;
          (xiii) Rules 724;
          (xiv) Rule 730. However, in the event material provisions in the trust deed or other constituent documents are amended, it is required to notify unitholders of any alteration via SGXNET;
          (xv) Chapter 8; and
          (xvi) Chapter 12 relating to annual reports. However, it must comply with the provisions in Chapter 12 relating to shareholder circulars.

          Amended on 29 September 2011 and 20 July 2016.

      • Part III Listing Procedures for Investment Funds

        • 405

          The following sets out the usual steps in the listing process for investment funds:—

          (1) The applicant submits one copy of the listing application prepared in compliance with Rule 407, together with the supporting documents prescribed in Rule 409;
          (2) The Exchange considers the application and may grant approval in-principle (with or without conditions);
          (3) Where a prospectus, offering memorandum or introductory document is required, the applicant lodges the final copy of the prospectus, offering memorandum or introductory document with the government authority, and the Exchange;
          (4) The investment fund invites subscription for its securities;
          (5) The investment fund issues securities pursuant to the allotment; and
          (6) The investment fund is admitted to the Official List on satisfaction of all the conditions.

        • Time Schedule

          • 406

            The Exchange will normally decide on an application that is complete within four weeks of the date of submission of an application.

        • Contents of Application

          • 407

            The application must contain the following information:—

            (1) Structure and constitution of the investment fund;
            (2) Full title or designation, and rights and privileges of the securities for which listing is sought;
            (3) Names of the investment manager, investment adviser, administration agent and custodian of the investment fund; and
            (4) The financial track record of the investment manager and investment adviser and of persons employed by them to carry out their duties as investment manager or investment adviser, stating their employment history and work experience and details of all funds managed or advised by them.

          • 408

            The Exchange may require the applicant to provide additional information and any other documents which it requires for a proper consideration of the application.

        • Documents to be Submitted with the Application

          • 409

            One copy of the following documents must be submitted together with the prescribed listing fee:—

            (1) Prospectus, offering memorandum or introductory document containing the information required in Chapter 6. A checklist showing compliance with the provisions of Chapter 6 should also be submitted. If the investment fund is offered only to institutions and/or accredited investors without a prospectus, the offering memorandum or introductory document does not have to contain the information required in Chapter 6. However, the offering memorandum or introductory document submitted to the Exchange must be in final form containing information that such investors and their professional advisors would reasonably require taking into account market practice.
            (2) The Memorandum and Articles of Association, if applicable, must incorporate the provisions set out in Appendix 2.2. A checklist showing compliance with Appendix 2.2 must also be submitted. A trust deed must be submitted, if applicable. The trust deed must comply with applicable law. For investment funds which are incorporated in a foreign country, the Memorandum and Articles of Association or other constitutive document need not incorporate the provisions set out in Appendix 2.2.
            (3) The annual accounts of the investment fund for each of the last 3 financial years, if applicable. In the event the investment fund is unable to provide the annual accounts for each of the last 3 financial years, the investment fund is expected to provide profit estimates, forecasts and/or projections.

            Amended on 29 September 2011.

        • Documents to be Submitted After Approval In-Principle

          • 410

            As soon as practicable after the investment fund receives approval in-principle from the Exchange, the following documents should be submitted:—

            (1) The signed listing undertaking in the form set out in Appendix 2.3.1;
            (2) A specimen of the certificate to be issued; and
            (3)120 copies of the prospectus, offering memorandum or introductory document.

      • Part IV Continuing Listing Obligations

        • 411

          An investment fund must observe the continuing listing obligations stipulated in Rule 748.

      • Part V Specialized Funds

        • Venture Capital Fund

          • 412

            A venture capital fund must be offered for sale and be quoted for trading in denominations of at least S$5,000.

        • Hedge Fund

          • 413

            A hedge fund applying for listing must:

            (1) comply with the requirements of this Chapter, with modifications as prescribed by Rule 414.
            (2) comply with one of the following:
            (a) the hedge fund must be authorized or recognized under section 286 or 287 of the SFA in respect of the offer of its units to the public; or
            (b) the units of the hedge fund must be offered only to institutions and/or accredited investors.
            (3) where the hedge fund enters into transactions with or through a prime broker, the prime broker (or its parent company) must have:
            (a) a credit rating of at least A for long-term debt from Moody's or Standard and Poor's and P-2 or A-1, respectively, for short-term debt; and
            (b) financial resources in excess of US$200 million (or its equivalent in another currency).
            (4) have in place an independent risk management function.
            (5) issue an offering memorandum or introductory document that contains adequate disclosure of all material risks that are specific to the hedge fund. In addition, the fund should state in its offering memorandum or introductory document all provisions and/or conditions under which the fund will be closed and all monies returned to its subscribers.

          • 414

            The following will apply to a hedge fund:

            (1) For the purposes of Rules 404(1)(a) and 404(2)(a), the asset size of the hedge fund should be determined on an un-leveraged basis (i.e. net of borrowings).
            (2) Generally, a fund will be deemed to have satisfied Rule 404(5) if the management company has been in operation for at least five years. However, the Exchange may accept a management company that has been in operation for less than five years, if the Exchange is satisfied that the management company is reasonably able to perform its duties.
            (3) A hedge fund will be deemed to have satisfied Rule 404(6) if its investment manager has at least one principal with at least 5 years of relevant investment management experience. For a fund-of-funds strategy, the Exchange will consider the investment management experience of the principal responsible for the investment management activities of the listed fund-of-funds. If the key principal of an investment manager leaves and cannot be replaced within a period of 1 month, the fund will be required to wind up.
            (4) While a hedge fund eligible for a listing will be admitted to the Official List of the Exchange, there will be no trading in the units of the fund on the Exchange. As such, Rules 404(1)(b), 404(2)(b), 404(2)(c) and 404(2)(d) will not apply.
            (5) A hedge fund must observe the continuing listing obligations stipulated in Rule 748, with the following modifications:
            (a) The hedge fund must announce via SGXNET its net asset value per unit, as soon as practicable after each month end, but in any event no later than 7 business days. In addition, the hedge fund must immediately announce the following information relating to its operations:—
            (i) any general suspension of calculation of net asset value;
            (ii) any material change in net asset value or any change in the valuation policy;
            (iii) any proposed or actual material change in the general character or nature of the operation of the fund;
            (iv) any proposed or actual change in the investment policy and/or objective;
            (v) any proposed or actual material change in investment, borrowing and/or leverage restrictions;
            (vi) any material change in the organization or arrangements of the fund, including any change in its investment manager, custodian, administrator or independent auditor;
            (vii) any redemption of 30% or more of the fund.
            (b) A hedge fund must announce its financial reports for the first half year and the full financial year in accordance with Rule 748(2). However, the hedge fund does not have to present its financial statements in the format set out in Appendix 7.2.
            (c) The annual report of a hedge fund does not have to include the information required by Rules 748(3)(a), 748(3)(b) and 748(3)(c). However, if the hedge fund is offered only to institutions and/or accredited investors, the annual report should contain all information that institutions and/or accredited investors would customarily expect to see in such reports.
            (6) Where a hedge fund breaches any listing rule, the Exchange will not automatically delist the fund, but will consider the nature and circumstances of the breach before deciding on the action to be taken.
            (7) As soon as practicable after the fund receives approval in-principle from the Exchange, the fund should submit the document of Rule 410(1) and a copy of prospectus, offering memorandum or introductory document in electronic form.

    • Chapter 5 Structured Warrants

      • Part I Scope of Chapter

        • 501

          This Chapter sets out the requirements for the listing of structured warrants issued by third party issuers. Other warrants issued by third party issuers will be considered if they qualify as securities.

      • Part II Requirements for an Issuer of Structured Warrants

        • 502

          Structured warrants must be issued by a third-party issuer which is:—

          (1) a reputable financial institution with minimum shareholders' funds, unimpaired by losses or provisions, of US$500 million or its equivalent; and
          (2) supervised by a monetary or securities regulatory authority.

        • 503

          A financial institution which does not meet the capital requirements in Rule 502(1) must:—

          (1) have its obligations under the issue guaranteed by another financial institution which meets the requirements in Rule 502; or
          (2) fully collateralize the whole issue and deposit the underlying securities with an independent trustee, custodian or depository approved by the Exchange on terms that adequately protect the interests of the warrantholders; or
          (3) have a long term rating of investment grade or its equivalent from a recognised credit rating agency.

      • Part III Requirements Relating to the Underlying Securities

        • 504

          Where an issue of structured warrants is based on securities which are listed or quoted on the Exchange:—

          (1) the market capitalisation of the listed company must have been at least S$500 million over the past 30 market days; and
          (2) the number of structured warrants to be issued, together with those structured warrants already issued by all third-party issuers which are still outstanding, must not exceed 50% of the total number of issued shares excluding treasury shares and subsidiary holdings of the company. In computing the 50% limit, company warrants issued by the company itself will not be included.

          Amended on 31 March 2017.

        • 505

          Where an issue is based on securities of an entity that is not listed or quoted on the Exchange:—

          (1) the securities must be listed or quoted on an acceptable stock exchange;
          (2) the entity must be an entity that would be able to meet the requirements in Rule 210(2), (3) and (4) for listing of equity securities;
          (3) the paid up capital of the entity must be at least S$200 million (or its equivalent) or the market capitalisation of the foreign entity must have been at least S$500 million (or its equivalent) over the past 30 market days of that market;
          (4) the number of structured warrants to be issued, together with those structured warrants already issued by all third-party issuers which are still outstanding, must not exceed 50% of the issued securities of the entity. In computing the 50% limit, company warrants issued by the entity itself will not be included; and
          (5) price and volume information, and financial and price-sensitive information relating to the entity, must be readily available to investors in Singapore.

        • 506

          Subject to Rule 507, no structured warrants may be issued on securities that are not listed or quoted on a stock exchange.

        • 507

          An issue of structured warrants may also be based on accepted stock indices or baskets of securities, both local and foreign. If the issue is based on a basket of securities, Rule 504 or Rule 505 (as the case may be) applies to each of the companies making up the basket.

      • Part IV Other Requirements

        • 508

          The following rules apply to all categories of structured warrants:

          Placement and Holder Size

          (1) At least 75% of an issue must be placed out to a minimum of 100 warrantholders. This requirement does not apply if there is a Designated Market-Maker for the structured warrants.

          [Deleted]

          (2) [Deleted]
          (3) [Deleted]

          Issue Price

          (4) The minimum issue price for structured warrants must be S$0.20 per warrant.

          Issue Size

          (5) The minimum issue size must be:—
          (a) S$5 million (or its equivalent); or
          (b) S$2 million (or its equivalent) if there is a Designated Market-Maker for the structured warrants.

          Tenure of Issue

          (6) The tenure of the structured warrant must not exceed three years from the date of issue or such longer time as the Exchange allows.

          Exercise Settlement

          (7) On exercise, structured warrants must be either physically settled or cash settled. The settlement method must be specified at the time of the launch of an issue. The issuer must not have an option to elect for settlement either in shares or cash upon exercise of the structured warrants.
          (8) An issuer must decide on the method for determining the cash settlement price at the time of the launch of an issue. The settlement price must be either:—
          (a) the average of the closing prices of the underlying securities (subject to any adjustment to reflect any capitalization issue, rights issue, distribution or the like) for the 5 market days prior to and including the market day immediately before the relevant exercise/expiry date; or
          (b) the closing price of the underlying securities on the market day immediately before the exercise/expiry date.

          Conversion Ratio

          (9) For the exercise of structured warrants based on individual securities, the conversion ratio must be:—
          (a) one warrant for one share;
          (b) ten warrants for one share; or
          (c) such other ratio as the Exchange may allow. Normally, the Exchange will consider conversion ratios of 25, 50 or 100 warrants for one share, or the reverse.

          Adjustments

          (10) The terms of the issue must provide for adjustment to the exercise price and, where appropriate, the number of securities which each structured warrant carries the right to sell or purchase, in the event of any capitalization issue, rights issue, distribution or the like relating to the underlying securities.

          Designated Market-Maker

          (11) If there is a Designated Market-Maker in respect of the issue, the Exchange must be satisfied that the Designated Market-Maker's obligations are likely to be fulfilled. If the Designated Market-Maker ceases to perform its obligations, the issuer must appoint another Designated Market-Maker for the issue. The issuer must announce the appointment at least two weeks before the existing Designated Market-Maker ceases performing its obligations.

          Amended on 19 January 2015.

      • Part V Disclosure Requirements

        • 509

          (1) An issuer must issue an offering memorandum, or base and supplemental listing documents, in connection with an issue of structured warrants for which listing is sought.
          (2) A base listing document contains information which applies generally to all types of structured warrants for which listing may be sought. The base listing document must be supported by a supplemental listing document containing information specific to the issue of structured warrants for which listing is sought.
          (3) A base listing document may be valid for up to 12 months from the date it is published or the date the issuer issues its annual accounts, whichever is earlier.

        • 510

          The offering memorandum, or base and supplemental listing documents, must contain information in sufficient detail to enable investors to have a full and proper understanding of:—

          (1) the capacity of the issuer and guarantor (if any) to fulfill the obligations specified under the terms of the issue; and
          (2) the risks, rights and obligations associated with the structured warrants.

        • 511

          Without limiting Rule 510, the offering memorandum, or base and supplemental listing documents, must include the following information:—

          (1) terms and structure of the issue;
          (2) financial information on the issuer and its guarantor (if any);
          (3) financial information on the entity whose securities are the subject of the issue of structured warrants;
          (4) whether the issuer or another person will make a market in the structured warrants. If so, the identity of the Designated Market-Maker, the maximum spread between the bid and offer quotations, the minimum quantity to which the quotations apply, and the circumstances in which no quotation will be provided, must be disclosed. If there is no market maker, to provide an appropriate negative statement;
          (5) whether the issuer has authority to issue further structured warrants;
          (6) If the structured warrants are not fully covered by the underlying securities held by a trustee, a declaration that the issuer has appropriate risk management capabilities to manage the structured warrants issue; and
          (7) any other information required by the Exchange.

        • 512

          If, at any time after the issue of the offering memorandum or base and supplemental listing documents and before the listing of the structured warrants, the issuer becomes aware that:—

          (1) there has been a significant change affecting any matter contained in the document; or
          (2) a significant new matter has arisen, which would have been included in the document if it had arisen before the document was issued,

          the issuer must issue a supplementary listing document providing details of the change or new matter.

        • 513

          While an issuer has structured warrants listed on the Exchange, it must announce through the Exchange the following information:—

          (1) the number of structured warrants exercised and number outstanding monthly or as required by the Exchange; and
          (2) the number of structured warrants not held by the issuer (or a company which is a member of the same group) every quarter or as required by the Exchange.

        • 514

          An issuer must immediately announce if it becomes aware that any obligation of the Designated Market-Maker is not being fulfilled.

      • Part VI Structured Warrant Programs

        • 515

          An issuer may place out structured warrants in tranches under a structured warrant program ("warrant program"). For example, an issuer may apply to the Exchange for the launch of a S$25 million issue of structured warrants. The issue may be issued in 5 tranches of S$5 million each.

        • 516

          (1) For the second and subsequent tranches ("additional tranches") of a warrant program, an issuer need not submit a listing application. An issuer need only announce the launch of the tranche through the Exchange and place out the structured warrants.
          (2) Except for price, each tranche of the warrant program must bear the same terms and conditions.
          (3) All additional tranches are subject to the minimum issue size of S$0.5 million. There are no placement requirements for additional tranches.

        • 517

          An issuer may apply for additional tranches (which have not previously been approved under the warrant program) to be listed on the Exchange.

      • Part VII Listing Application

        • 518

          When applying for the listing of structured warrants, an issuer must submit an indicative term sheet to the Exchange for its consideration. The indicative term sheet must set out the principal features of the structured warrants.

      • Part VIII [Deleted]

        Deleted on 25 September 2015.

    • Chapter 6 Prospectus, Offering Memorandum and Introductory Document

      • Part I Scope of Chapter

        • 601

          This Chapter sets out the requirements of a prospectus, offering memorandum and introductory document. Apart from complying with Part II of this Chapter, investment funds, life science companies and mineral, oil and gas companies must also comply with the requirements in Part III, Part IV and Part V respectively.

          Amended on 27 September 2013.

      • Part II Content of Prospectus, Offering Memorandum and Introductory Document

        • 602

          A prospectus must comply with:

          (a) the SFA and any other relevant laws; and
          (b) the additional disclosure requirements specified in this Listing Manual.

        • 603

          An offering memorandum or introductory docment must include information in sufficient detail to enable the targeted investors to have a full and proper understanding of the applicant's business, financial conditions, prospects, and risks.

        • 604

          The Exchange may require additional information to be disclosed in a particular case.

        • 605

          Where the securities of an issuer are listed, or will be simultaneously listed, on another stock exchange which is its home exchange, the issuer may incorporate the information required in this Chapter by reference to a recent prospectus or equivalent document lodged with, or to be simultaneously lodged with, the home exchange or regulatory body.

        • 606

          The Exchange will have regard to the IOSCO Document when considering the adequacy of disclosure.

        • 607

          Where an issuer is seeking a secondary listing by way of an introduction pursuant to Rule 235, the introductory document should comply with the prospectus disclosure requirements in the SFA. Where there are differences between the prospectus disclosure requirements in the SFA and that of its home exchange, the issuer may consult the Exchange to resolve the specific issues.

        • 608

          Where an issuer is seeking a primary listing by way of an introduction pursuant to Rule 235 or where an issuer is seeking a listing through a reverse takeover pursuant to Rule 1015, the introductory document or the shareholders' circular must comply with the prospectus disclosure requirements in the SFA, with the necessary adaptations.

        • 609

          (a) In the case of a reverse takeover where there have been material changes to the group structure of the issuer, or in the case of a listing of a REIT or a business trust, proforma group accounts must be presented in addition to the annual combined audited accounts, where applicable. The proforma financial information must provide investors with information about the impact of the proposed group structure by illustrating how that group structure might have affected the financial information presented in the prospectus, had the group structure been put in place at the commencement of the period being reported on or, in the case of a proforma balance sheet or net asset statement, at the date reported on. Accordingly, the proforma information must include all appropriate adjustments of which the issuer is aware, necessary to give effect to the group structure reported on, or in the case of a proforma balance sheet or net asset statement, at the date reported on.
          (b) The proforma income statement or statement of comprehensive income should be presented for the latest 3 financial years and for the most recent interim period (if applicable) as if the restructured group had been in existence at the beginning of the period reported on. The proforma statement of financial position should be presented as at the date to which the most recent proforma income statement or statement of comprehensive income has been made up. In the event a REIT or business trust is unable to present the required proforma financial information, the Exchange may request for the provision of profit estimates, forecasts and/or projections as satisfaction of this Rule.
          (c) The accountants' report must include details of any transfers to and from any reserves if those transfers are not reflected in the proforma results in respect of each of the financial years reported on.
          (d) The reporting accountants must express an opinion as to whether the proforma group accounts are properly prepared and consistent with both the format and accounting policies adopted by the issuer in its financial statements, and whether the adjustments are appropriate for the purposes of preparing the proforma financial statements.
          (e) The proforma information must:—
          (i) clearly state that it is prepared for illustrative purposes only based on certain assumptions and after making certain adjustments to show the financial position and results of the issuer had the proposed group structure been in place during the relevant period;
          (ii) clearly state that because of its nature, it may not give a true picture of the issuer's actual financial position or results;
          (iii) identify the basis upon which it is prepared and the source of each item of information and adjustment; and
          (iv) be based upon information from audited accounts.
          (f) The issuer should use the most appropriate reporting currency in presenting financial information, taking into account the functional currencies of its businesses, the reporting currency for publication of future financial statements, and other factors relevant to a full and proper understanding by investors of the group's financial condition, risks and prospects.
          (g) Where there has been a material change to the company's accounting policies, a summary of the significant changes in the accounting policies and the reasons for and quantitative impact of such changes on the issuer's financial results should be provided.
          (h) The annual combined financial statements must be audited by certified public accountants in accordance with Singapore Standards on Auditing, International Standards on Auditing, or US generally accepted auditing standards (US GASS), as the case may be.

          Amended on 29 September 2011.

        • 610

          The following additional information should be provided in the prospectus, offering memorandum, introductory document and shareholders' circular:—

          (1) A statement to appear prominently on the cover page of the document that an application has been made to Singapore Exchange Securities Trading Limited ("SGX-ST") for permission to list all the securities of the issuer already issued as well as those securities which are the subject of this issue. Such permission will be granted when the issuer has been admitted to the Official List. Acceptance of applications will be conditional upon issue of the securities and upon permission being granted to list all the issued securities of the issuer. Monies paid in respect of any application accepted will be returned if the said permission is not granted;
          (2) A statement that Singapore Exchange Securities Trading Limited ("SGX-ST") assumes no responsibility for the correctness of any of the statements or opinions made or reports contained in this document. Admission to the Official List is not to be taken as an indication of the merits of the issuer or of the securities;
          (3) A statement by the directors and vendors (where the issue involves the sale of vendor shares) in the form set out in Practice Note 12.1.
          (4) In the case of an introductory document or an offering memorandum, a statement as required in paragraph 3(d) of Appendix 8.2; and
          (5) An opinion of the board, with the concurrence of the audit committee on the adequacy of the internal controls, addressing financial, operational and compliance risks.
          (6) A statement by the issuer's audit committee that, after making all reasonable enquiries, and to the best of their knowledge and belief, nothing has come to the attention of the audit committee members to cause them to believe that the person appointed as the chief financial officer (or its equivalent rank) does not have the competence, character and integrity expected of a chief financial officer (or its equivalent rank) of a listed issuer.
          (7) Where as required by any relevant law applicable to the issuer and/or any of its principal subsidiaries, any legal representative(s) (or person(s) of equivalent authority, however described) has been appointed or designated with sole powers to represent, exercise rights on behalf of, and enter into binding obligations on behalf of, the issuer or that principal subsidiary:
          (a) Identity of the legal representative(s) (or person(s) of equivalent authority);
          (b) Powers and responsibilities of the legal representative(s) (or person(s) of equivalent authority);
          (c) Any risks in relation to the appointment, including concentration of authority and impediments to their removal; and
          (d) A description of the processes and procedures put in place to mitigate the risks in relation to the appointment and an opinion by the board on the adequacy of these processes and procedures.
          (8) A statement by the issuer whether any of the independent directors of the issuer sits on the board of its principal subsidiaries that are based in jurisdictions other than Singapore.
          (9) In the case of debt securities, the following information must also be provided:—
          (a) Principal terms and conditions of issue to be publicly offered, including issue price, redemption price, form, rate of interest, guarantees constituted in favour of holders of debt securities and maturity date;
          (b) Financial covenants of the issuer, including those concerning capital increases (in the case of convertible debt securities issues) and issues of other forms or series of debt securities;
          (c) Definition of events constituting defaults and effect upon acceleration of maturity of debt securities;
          (d) Provisions for modifications of terms and conditions of debt securities to be publicly offered; and
          (e) Name and provisions concerning functions, rights and obligations of representative of debt securities holders.

          Amended on 29 September 2011.

      • Part III Additional Requirements for Investment Funds

        • 611

          Apart from complying with applicable law and Part II of this Chapter, a prospectus issued by an investment fund must also contain the additional information set out in this Part. An offering memorandum or introductory document issued by an investment fund in connection with a listing on the Exchange must also contain the information required in this Part. If the investment fund is a unit trust, references to "share" mean "unit" and the items must be adapted accordingly so that the equivalent information is given.

        • 612

          The document must include a statement that "an application has been made to the Singapore Exchange Securities Trading Limited ("SGX-ST") for permission to list all the shares of the investment fund, including shares which are the subject of this issue and the Exchange assumes no responsibility for the correctness of any of the statements made or opinions expressed in this prospectus and admission to the Official List is not an indication of the merits of the investment fund or its shares.

        • 613

          In relation to the investment fund, state the following:—

          (1) The name of the investment fund;
          (2) The date and place of incorporation or formation;
          (3) The name and address of the principal registered office, auditors, administration agent and each office at which a share register is kept;
          (4) The full title or designation, amount, class and par value of the shares applied for listing and whether fully paid;
          (5) The date of application;
          (6) The names, addresses, experience and directorship of directors of the investment fund (in the case of a unit trust, the management company);
          (7) Brief description of its history and formation;
          (8) Brief description of its constitution;
          (9) Details of its shareholders;
          (10) A statement of any costs of establishing the investment fund which are to be paid by the investment fund, together with an estimate of the size and the period over which the costs are to be amortised;
          (11) Details of the distribution policy and the approximate dates on which distributions will be made. Also, a statement that dividends will only be paid to the extent that they are covered by income received from underlying investments and by share of profits of associated companies which are received by the investment fund and are available for distribution;
          (12) Details of the principal taxes levied on the investment fund's income and capital (including taxes withheld at source on distributions received by the investment fund) and taxes deducted on distributions to shareholders (if any);
          (13) A summary of the borrowing powers of the investment fund, if any, stating that at no time will it exceed a certain amount and stating the circumstances under which borrowings might take place;
          (14) Particulars on what reports will be sent to registered shareholders and when they will be sent; and
          (15) A warning that an investment in the investment fund is subject to abnormal risks, if the nature of the investment policy so dictates.

        • 614

          In relation to the investment manager, investment adviser, administration agent and custodian, state the following:—

          (1) The names, addresses and share capital;
          (2) Dates and places of incorporation;
          (3) Brief description of their history and formation;
          (4) A description of the relevant experience of the investment manager and investment adviser and their directors and principal officers;
          (5) Terms and duration of their appointments and basis of their remuneration;
          (6) A statement that the custodian, investment manager, any of their connected persons and any director of the investment fund and investment manager are prohibited from voting their own shares at, or being part of a quorum for, any meeting to approve any matter which it has a material interest in the business to be conducted; and
          (7) A statement as to whether or not the investment manager or any of the directors of the investment fund or any of their associates is or will become entitled to receive any part of any brokerage charged to the fund, or any part of any fees, allowances, benefits, etc received on purchases charged to the investment fund.

        • 615

          In respect of the investment manager, state the following:—

          (1) Information on other investment funds managed; and
          (2) Names, addresses and description of its directors.

        • 616

          In respect of the investment adviser, information on other investment managers it advises.

        • 617

          Details of the investment objectives, including capital and income objectives and the investment policy, including a summary of the restrictions which will be observed on the investment of the investment fund's assets and the intended diversification of assets by country or region and, in the case of a newly-formed investment fund, a statement that such an investment policy will be adhered to for at least three years following the issue of the prospectus, offering memorandum or introductory document, unless otherwise agreed by the shareholders of the investment fund by a special resolution in general meeting. The investment fund should also disclose the extent to which it intends to invest in options, warrants, commodities, futures contracts, unlisted securities and precious metals and must include an appropriate negative statement if it intends not to invest in any such investments.

        • 618

          Details of the investment fund's foreign exchange policy and in particular, details of any foreign exchange controls or restrictions of relevance to the investment fund or its investment policy or objectives.

        • 619

          Particulars of the investments:—

          (1) In the case of an existing investment fund with limited spread of holdings, a full description of their principal investments.
          (2) Investments with a value of more than five per cent of the fund's gross assets, and at least the ten largest investments, stating in respect of each such investment:—
          (a) a brief description of the business;
          (b) proportion of the share capital owned;
          (c) cost;
          (d) directors' valuation and, in the case of listed investments, market value;
          (e) dividends or other income received during the year from such investment (indicating any abnormal dividends);
          (f) dividend cover or underlying earnings;
          (g) any extraordinary items; and
          (h) net assets attributable to the investment.
          (3) An analysis of any provision for diminution in value of investments, naming the investments against which provision has been made and stating for each investment:—
          (a) cost;
          (b) provision made; and
          (c) book value.
          (4) In the case where the market value of the assets is not available, e.g. unquoted securities, disclose the method of computing the market value of such assets. Also, state how frequently the net asset value of the investment fund is determined.
          (5) In the case of newly-formed investment funds not adopting a policy of spreading their investments widely, the identity of the initial investments to be undertaken (which should account for the majority of the assets), together with a full description.

        • 620

          Calculations of the value of net assets of the investment fund.

        • 621

          For a unit trust, the following additional information is required:—

          (1) Name and address of the trustee who must not have any material conflict of interest with its position;
          (2) Basis of the trustee's remuneration;
          (3) Indemnities (if any) of trustees and managers;
          (4) Arrangements for removing the managers; and
          (5) Termination of the trust.

        • 622

          The following information must be included with respect to the buying and selling of units in the unit trust:—

          (1) Price of issue of units and how it is to be calculated.
          (2) Income distribution arrangements.
          (3) Registration and issue of certificates.
          (4) Price of realisation of units and how it is to be calculated.

      • Part IV Additional Requirements for Life Science Companies

        • 623

          Apart from complying with applicable law and Part II of this Chapter, a prospectus or an offering memorandum or introductory document issued by a life science company in connection with a listing on the Exchange, should contain the additional information set out in Practice Note 6.2.

      • Part V Additional Requirements for Mineral, Oil and Gas Companies

        • 624

          Apart from complying with applicable law and Part II of this Chapter, a prospectus or an offering memorandum or introductory document issued by a mineral, oil and gas company in connection with a listing on the Exchange, should contain the additional information set out in Practice Note 6.3.

          Added on 27 September 2013.

    • Chapter 7 Continuing Obligations

      • Part I Scope of Chapter

        • 701

          This Chapter sets out continuing requirements which an issuer is required to observe once admitted to the Official List. Additional continuing requirements are set out in the following chapters:—

          Chapter 8 Changes in Capital
          Chapter 9 Interested Person Transactions
          Chapter 10 Acquisitions and Realisations
          Chapter 11 Takeovers
          Chapter 12 Circulars and Annual Reports

      • 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 it would be a breach of law to disclose.
            (3) Rule 703(1) does not apply to particular information while each of the following conditions applies.

            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 7.1 of the Manual, and
            (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.

        • 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 (see Rule 730 which requires issuers to seek the Exchange's approval for any alteration to their Articles or constituent documents).
            (3) [Deleted]
            (4) Any call to be made on partly paid securities of the issuer or of any of its principal subsidiaries.
            (5) 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.
            (6) 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

            (7)
            (a) Any appointment or cessation of service of key persons such as director, chief executive officer, chief financial officer, chief operating officer, general manager, qualified person 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 key persons such as director, chief executive officer, chief financial officer, chief operating officer, general manager, qualified person or other executive officer of equivalent authority must contain the information contained in Appendix 7.4.1 or Appendix 7.4.2, 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.
            (8) 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.
            (9) 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(7).
            (10) Any promotion of an appointee referred to in Rule 704(9).
            (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, the issuer and/or that principal subsidiary.
            (12) For issuers with principal subsidiaries based in jurisdictions other than Singapore, any of its independent directors' appointment or cessation of service from the boards of these principal subsidiaries.
            (13) 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 7.2 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.

            Appointment of Special Auditors

            (14) 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 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

            (15) 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).
            (16) 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
            (a) Name of firm and/or person appointed as scrutineer.

            Acquisitions and Realisations

            (17) 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 dimunition 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)).
            (18) 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(17)(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))
            (19) Any acquisition or disposal of shares or other assets which is required to be announced under Chapter 10.

            Winding Up, Judicial Management, etc

            (20) 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.
            (21) The appointment of a receiver, judicial manager or liquidator of the issuer or any of its subsidiaries
            (22) 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.
            (23) Where Rule 704(20), (21) or (22) 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

            (24) 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.
            (25) 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

            (26) 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.
            (27) 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.

            Treasury Shares and Subsidiary Holdings

            (28) 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.
            (28A) 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

            (29) 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 shareholder (and each of their associates), if any; and
            (f) Validity period of the options.

            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 prospectus 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.

            Loan agreements / Issue of Debt Securities

            (31) 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.
            (32) Any breach of the terms of loan agreements or debt issues which may have a significant impact on the operations of the issuer.

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

      • Part III Equity Securities — Periodic Reports

        • Financial Statements

          • 705

            (1) An issuer must announce the financial statements for the full financial year (as set out in Appendix 7.2) immediately after the figures are available, but in any event not later than 60 days after the relevant financial period.
            (2) An issuer must announce the financial statements for each of the first three quarters of its financial year (as set out in Appendix 7.2) immediately after the figures are available, but in any event not later than 45 days after the quarter end if:—
            (a) its market capitalization exceeded S$75 million as at 31 March 2003; or
            (b) it was listed after 31 March 2003 and its market capitalization exceeded S$75 million at the time of listing (based on the IPO issue price); or
            (c) its market capitalization is S$75 million or higher on the last trading day of each calendar year commencing from 31 December 2006. An issuer whose obligation falls within this sub-section (c) will have a grace period of a year to prepare for quarterly reporting. As an illustration, an issuer whose market capitalization is S$75 million or higher as at the end of the calendar year 31 December 2006 must announce its quarterly financial statements for any quarter of its financial year commencing in 2008. Notwithstanding the grace period, all issuers whose obligation falls under this subsection (c) are strongly encouraged to adopt quarterly reporting as soon as possible.
            (3)
            (a) An issuer who falls within the sub-sections in Rule 705(2) above must comply with Rule 705(2) even if its market capitalization subsequently decreases below S$75 million.
            (b) An issuer who does not fall within the sub-sections in Rule 705(2) above must announce its first half financial statements (as set out in Appendix 7.2) immediately after the figures are available, but in any event not later than 45 days after the relevant financial period.
            (4) Notwithstanding the foregoing, with respect to the first announcement to be made by the issuer pursuant to Rules 705(1) or (2) following its listing on the Exchange, where the time period between the date of its listing and the final date for the issuer to make the relevant announcement pursuant to Rule 705(1) or (2) above is less than 30 days, the issuer shall have 30 days from the relevant deadline to make the relevant announcement of the financial statements provided that the following conditions are satisfied:
            (a) the extension is announced by the issuer at the time of the issuer's listing; and
            (b) in the announcement referred to in paragraph (a), the issuer must confirm that there is no material adverse change to the financial position of the issuer since the date of its prospectus or introductory document issued in connection with its listing on the Exchange.
            (5) In the case of an announcement of interim financial statements (quarterly or half-yearly, as applicable, but excluding full year financial statements), an issuer's directors must provide a confirmation that, to the best of their knowledge, nothing has come to the attention of the board of directors which may render the interim financial statements to be false or misleading in any material aspect. In order to make this confirmation, directors would not be expected to commission an audit of these financial statements. The confirmation may be signed by 2 directors on behalf of the board of directors.

            Use of Funds/Cash for Life Science Companies and Mineral, Oil and Gas Companies that Qualified for Listing pursuant to Rule 210(8) and Rule 210(9) respectively

            (6) An issuer which qualified for listing pursuant to Rule 210(8) or Rule 210(9) must make a quarterly announcement on the use of funds/cash for the quarter and a projection on the use of funds/cash for the next immediate quarter, including material assumptions, immediately after the figures are available but in any event not later than 45 days after the relevant financial period. The issuer's directors must also provide a confirmation that, to the best of their knowledge, nothing has come to their attention which may render such information provided false or misleading in any material aspect. In order to make this confirmation, the directors would not be expected to commission an external audit or review of the statements. The confirmation may be signed by 2 directors on behalf of the board of directors.

            This rule ceases to apply:
            (i) For life science companies, once the issuer is able to meet the profit criteria under Rule 210(2)(a) or all its principal products have reached commercialisation;
            (ii) For mineral, oil or gas companies, once the issuer is able to meet the profit criteria under Rule 210(2)(a) or all its principal mineral, oil or gas assets are in production.
            (7) In the announcements required by Rule 705(1) and (6), a mineral, oil and gas company must also include:
            (a) details of exploration (including geophysical surveys), development and/or production activities undertaken by the issuer and a summary of the expenditure incurred on those activities, including explanations for any material variances with previous projections, for the period under review. If there has been no exploration, development and/or production activity respectively, that fact must be stated; and
            (b) an update on its reserves and resources, where applicable, in accordance with the requirements as set out in Practice Note 6.3, including a summary of reserves and resources as set out in Appendix 7.5.

            Amended on 27 September 2013.

          • 706

            In addition to the information required under Rule 705, the Exchange may require additional information to be disclosed.

        • Annual Report

          • 707

            (1) The time between the end of an issuer's financial year and the date of its annual general meeting (if any) must not exceed four months.
            (2) An issuer must issue its annual report to shareholders and the Exchange at least 14 days before the date of its annual general meeting.
            (3) Notwithstanding Rules 707(1) and (2), with respect to the first annual general meeting immediately following the issuer's listing on the Exchange, where the time period between its listing on the Exchange and the final date for the issuer to hold its annual general meeting pursuant to Rule 707(1) above is less than 30 days, the issuer shall have 30 days from the relevant deadline to hold its annual general meeting, provided that:
            (a) such an extension is permitted by and in accordance with all relevant laws and regulations governing the issuer in its place of constitution;
            (b) the Exchange is notified of such an extension at the time of the issuer's listing;
            (c) the extension is announced by the issuer at the time of the issuer's listing; and
            (d) in the announcement referred to in paragraph (c), the issuer must confirm that:
            (i) there is no material adverse change to the financial position of the issuer since the date of its prospectus or introductory document issued in connection with its listing on the Exchange; and
            (ii) the extension is permitted by and in accordance with all relevant laws and regulations governing the issuer in its place of constitution.

          • 708

            The chairman's statement (or equivalent) in the annual report must provide a balanced and readable summary of the issuer's performance and prospects, and should represent the collective view of the board. If the Chairman's statement does not represent the collective view of the board, the view of each dissenting director must be disclosed in the annual report.

          • 709

            The annual report must contain the information required in Part III of Chapter 12.

          • 710

            An issuer must describe its corporate governance practices with specific reference to the principles of the Code in its annual report. It must disclose any deviation from any guideline of the Code together with an appropriate explanation for such deviation in the annual report.

          • 711

            An issuer may issue a summary financial statement in accordance with the Companies Act or any other applicable written law, regulation or code. However, the Exchange may require the issuer to disclose additional information.

            Amended on 31 March 2017.

        • Sustainability Report

          • 711A

            An issuer must issue a sustainability report for its financial year, no later than 5 months after the end of the financial year.

            Added on 20 July 2016.

          • 711B

            (1) The sustainability report must describe the sustainability practices with reference to the following primary components:
            (a) material environmental, social and governance factors;
            (b) policies, practices and performance;
            (c) targets;
            (d) sustainability reporting framework; and
            (e) Board statement.
            (2) If the issuer excludes any primary component, it must disclose such exclusion and describe what it does instead, with reasons for doing so.

            Added on 20 July 2016.

        • Appointment of Auditors

          • 712

            (1) An issuer must appoint a suitable auditing firm to meet its audit obligations, having regard to the adequacy of the resources and experience of the auditing firm and the audit engagement partner assigned to the audit, the firm's other audit engagements, the size and complexity of the listed group being audited, and the number and experience of supervisory and professional staff assigned to the particular audit. A mineral, oil and gas company must appoint an auditing firm where the auditing firm and audit partner-in-charge have the relevant industry experience.
            (2) The auditing firm appointed by the issuer must be:—
            (a) Registered with the Accounting and Corporate Regulatory Authority (“ACRA”);
            (b) Registered with and/or regulated by an independent audit oversight body acceptable to the Exchange. Such oversight bodies should be members of the International Forum of Independent Audit Regulators, independent of the accounting profession and directly responsible for the system of recurring inspection of accounting firms or are able to exercise oversight of inspections undertaken by professional bodies; or
            (c) Any other auditing firm acceptable by the Exchange.
            (3) A change in auditing firm must be specifically approved by shareholders in a general meeting.

            Amended on 29 September 2011 and 27 September 2013.

          • 713

            (1) An issuer must disclose in its annual report the date of appointment and the name of the audit partner in charge of auditing the issuer and its group of companies. The audit partner must not be in charge of more than 5 consecutive audits for a full financial year, the first audit being for the financial year beginning on or after 1 January 1997, regardless of the date of listing. The audit partner may return after two years.
            (2) If the listing of an issuer occurs after 5 consecutive audits by the same audit partner in charge, the same audit partner may complete the audit of the financial year in which the issuer lists.

          • 714

            The Exchange may object to the appointment of an auditor or may require an issuer to replace its auditor if the Exchange is of the opinion that it is in the interest of shareholders to do so or that the new auditor does not satisfy the requirement in Rule 712. This rule does not apply to a financial institution licensed or approved by the Monetary Authority of Singapore.

            Amended on 29 September 2011.

          • 715

            (1) Subject to Rule 716, an issuer must engage the same auditing firm based in Singapore to audit its accounts, and its Singapore-incorporated subsidiaries and significant associated companies.
            (2) An issuer must engage a suitable auditing firm for its significant foreign-incorporated subsidiaries and associated companies.

            Amended on 29 September 2011.

          • 716

            An issuer may appoint different auditing firms for its subsidiaries or significant associated companies (referred to in Rule 715(1)) provided that:—

            (1) the issuer's board and audit committee are satisfied that the appointment would not compromise the standard and effectiveness of the audit of the issuer; or
            (2) the issuer's subsidiary or associated company, is listed on a stock exchange.

            Amended on 29 September 2011.

          • 717

            An issuer must disclose in the annual report the names of the auditing firm(s) for its significant subsidiaries and associated companies.

            Amended on 29 September 2011.

          • 718

            For the purpose of Rules 715 to 717, a subsidiary or associated company is considered significant if its net tangible assets represent 20% or more of the issuer's consolidated net tangible assets, or its pre-tax profits account for 20% or more of the issuer's consolidated pre-tax profits.

      • Part IV Equity Securities — Other Obligations

        • Suspected Fraud or Irregularity

          • 719

            (1) Internal Controls

            An issuer should have a robust and effective system of internal controls, addressing financial, operational and compliance risks. The audit committee (or such other committee responsible) may commission an independent audit on internal controls for its assurance, or where it is not satisfied with the systems of internal control.
            (2) Suspected Fraud Or Irregularity

            If the audit committee of an issuer becomes aware of any suspected fraud or irregularity, or suspected infringement of any Singapore laws or regulations or rules of the Exchange or any other regulatory authority in Singapore, which has or is likely to have a material impact on the issuer's operating results or financial position, the audit committee must discuss such matter with the external auditor and, at an appropriate time, report the matter to the board.

            Amended on 29 September 2011.

        • Directors & Management

          Amended on 29 September 2011.

          • 720

            (1) An issuer must procure undertakings to comply with the Exchange's listing rules from all its directors and executive officers (in the form set out in Appendix 7.7) and submit the undertakings to the Exchange if required. An issuer must comply with Rule 210(5), Rule 221 (if applicable) and Rule 210(9)(e) (if applicable) on a continuing basis.
            (2) Without limiting the generality of the foregoing, where a director is disqualified from acting as a director in any jurisdiction for reasons other than on technical grounds, he must immediately resign from the board of directors of the issuer. An announcement containing the details in Appendix 7.4.2 must be made.
            (3)
            (a) The Exchange may require an issuer to obtain the approval of the Exchange for the appointment of a director, a chief executive officer and chief financial officer (or its equivalent rank).
            (b) The circumstances under which the Exchange may effect Rule 720(3)(a) include but are not limited to:—
            (i) Where the issuer is the subject of an investigation into the affairs of the issuer by a special auditor appointed under Rule 704(12), or a regulatory or enforcement agency;
            (ii) Where the integrity of the market may be adversely affected;
            (iii) Where the Exchange thinks it necessary in the interests of the public or for the protection of investors; and
            (iv) Where the issuer refused to extend cooperation to the Exchange on regulatory matters.
            (c) The Exchange will give prior notice to the issuer where 3(a) is applicable.
            (4) [deleted]

            Amended on 29 September 2011, 27 September 2013 and 7 October 2015.

        • Sale and Purchase Agreements

          • 721

            If an agreement has been entered into in connection with any acquisition or realisation of assets or any transaction outside the ordinary course of business of the issuer or its subsidiaries, and such an agreement has been disclosed publicly, the announcement must include a statement that a copy of the relevant agreement will be made available for inspection during normal business hours at the issuer's registered office for a period of 3 months from the date of the announcement.

        • Listing Fees

          Deleted on 25 September 2015.

        • Free Float

          • 723

            An issuer must ensure that at least 10% of the total number of issued shares excluding treasury shares (excluding preference shares and convertible equity securities) in a class that is listed is at all times held by the public.

          • 724

            (1) If the percentage of securities held in public hands falls below 10%: —
            (a) The issuer must, as soon as practicable, announce that fact; and
            (b) The Exchange may suspend trading of the class, or all the securities of the issuer.
            (2) The Exchange may allow the issuer a period of 3 months, or such longer period as the Exchange may agree, to raise the percentage of securities in public hands to at least 10%. The issuer may be removed from the Official List if it fails to restore the percentage of securities in public hands to at least 10% after the period.

            Amended on 7 October 2015.

        • Authorised Representatives

          • 725

            An issuer must appoint two authorised representatives who must be either directors or a director and the company secretary.

          • 726

            The responsibilities of an authorised representative are as follows: —

            (1) To be the principal channel of communication between the Exchange and the issuer at all times;
            (2) To supply the Exchange with details in writing of how he or she can be contacted, including home and office telephone numbers and, where available, facsimile numbers. The issuer must notify the Exchange of any changes to such details;
            (3) To ensure that whenever he or she is outside Singapore, suitable alternates are appointed, available and known to the Exchange, and to supply the Exchange with details in writing of how such alternates may be contacted, including their home and office telephone numbers and, where available, facsimile numbers; and
            (4) Not to terminate his or her role as authorised representative before notifying the Exchange of:—
            (a) the proposed termination; and
            (b) the name and relevant particulars of the replacement.

          • 727

            If the Exchange is not satisfied that the authorised representative is fulfilling his or her responsibilities adequately, it may require the issuer to terminate the appointment and appoint a replacement. The issuer must immediately notify the Exchange of the new authorised representative's appointment and relevant particulars.

        • Share Pledging Arrangements

          Added on 29 September 2011.

          • 728

            (1) Where any borrowings or loans of the issuer or any of its subsidiaries contains any provisions which makes reference to the shareholding interest of any controlling shareholder(s), the issuer must obtain an undertaking from such controlling shareholder(s) to notify the issuer, as soon as it becomes aware, of any share pledging arrangements relating to these shares and of any event which may result in a breach of the issuer's loan provisions.
            (2) Upon notification by the controlling shareholder(s), the issuer must immediately announce the following information:—
            (a) The name of the shareholder;
            (b) The class and number of shares and the percentage of the issuer's issued share capital excluding subsidiary holdings that is the subject of the security interest;
            (c) The party or parties in whose favour the security interest is created or financial instrument given; and
            (d) All other material details which are necessary for the understanding of the arrangements.

            Amended on 29 September 2011 and 31 March 2017.

        • Restriction on Transfer of Securities

          Added on 29 September 2011.

          • 729

            Where the trading of securities of an issuer is suspended, there must not be any transfers of securities, unless approved by the Exchange.

            Amended on 29 September 2011.

        • Alteration of Articles of Association

          • 730

            (1) An issuer whose Articles of Association or other constituent documents have been approved by the Exchange, must not delete, amend or add to such documents without prior written approval from the Exchange.
            (2) If an issuer amends its Articles of Association or other constituent documents, they must be made consistent with all the listing rules prevailing at the time of amendment.

        • Facilitating Interaction with Shareholders

          • 730A

            (1) An issuer shall hold all its general meetings in Singapore, unless prohibited by relevant laws and regulations in the jurisdiction of its incorporation.
            (2) All resolutions at general meetings shall be voted by poll.
            (3) At least one scrutineer shall be appointed for each general meeting. The appointed scrutineer(s) shall be independent of the persons undertaking the polling process. Where the appointed scrutineer is interested in the resolution(s) to be passed at the general meeting, it shall refrain from acting as the scrutineer for such resolution(s).
            (4) The appointed scrutineer shall exercise the following duties:
            (a) ensuring that satisfactory procedures of the voting process are in place before the general meeting; and
            (b) directing and supervising the count of the votes cast through proxy and in person.

            Added on 1 January 2014 and amended on 1 August 2015.

      • Part V Operational and Trading Matters

        • Allotment

          • 731

            An issuer must allot securities and despatch certificates within 10 market days of the closing date for applications to subscribe for a new issue of securities. The Exchange may grant an extension of time.

        • Transfers, Registration and Splitting

          • 732

            An issuer must:—

            (1) accept for registration transfers of the issuer's securities executed on a standard form of transfer approved by the Exchange or on such other form as may be approved by the Exchange.
            (2) issue certificates in requested denominations when requested by the transferee at the time of lodgement of registrable transfers.
            (3) despatch within 10 market days after the day of lodgement of a registrable transfer, a certificate in respect of such securities and a balance certificate for any remainder.
            (4) when so requested by the transferee at the time of lodgement of a registrable transfer, despatch the certificate in respect of those securities to the lodging broker.
            (5) not refuse to register or fail to register or give effect to any registrable transfer in respect of securities issued by the issuer unless:—
            (a) registration of the transfer would result in a contravention of or failure to observe Singapore laws or the rules and requirements of the Exchange; or
            (b) the transfer is in respect of a partly paid security for which a call has been made and is unpaid. .
            (6) endorse (where necessary) transfer forms with the notation "power of attorney exhibited" or "probate exhibited" on production of the proper documents and do so without charge.
            (7) split certificates within 5 market days or certify transfers within 2 market days on lodgement of the relevant certificates as follows:—

            "Certificate No. . ...... is held in the Company's office against this transfer No. .......................... for ........................ on the .............. Register. This transfer must be completed and returned within forty-two days from this date, .......

            Name of Company
            Official Signature(s)"
            (8) split provisional allotment letters within 2 market days.

          • 733

            If in the exercise of its rights under Rule 732(5), an issuer refuses to register a transfer of a security, it must give to the lodging party written notice of the refusal and the precise reasons therefore within 10 market days after the date on which the transfer was lodged with the issuer.

          • 734

            An issuer must not charge more than $2.00 for each certificate issued.

        • Certificates

          • 735

            The number of securities represented by any certificate must be clearly shown in words and figures on the face of the certificate or in such other manner as may be approved by the Exchange.

          • 736

            Any certificates should be designed so that forgery and/or alterations are readily detectable. The printing of securities certificates must be entrusted to recognised security printers. The paper for securities must be first class bond or banknote paper containing a watermark of the printer or issuer. If more than one class of securities are listed on the Exchange, the colour of the certificates for each class of securities must be distinctly different. Where an issuer's Articles of Association restrict the percentage of shares held in foreign hands and the shares of the issuer are accordingly designated as foreign shares or local shares, such foreign shares and local shares are considered to be two separate classes of shares for the purpose of this rule.

        • Proxy Forms

          • 737

            Proxy forms must be designed in a manner that will allow a shareholder appointing a proxy to indicate how the shareholder would like the proxy to vote in relation to each resolution.

        • Register

          • 738

            An issuer must give the Exchange, or any Member Company upon request, an extract of the stock or share register. This must show details on or between the named date or dates of all entries relating to the registration or transfer of stock and shares, including particulars of the relevant certificate numbers and the names into which or from which any particular stock or shares may have been transferred. Where the issuer's securities are traded on the scripless system, the issuer authorises CDP to provide the Exchange, at the Exchange's request, with an extract of the issuer's securities held in each securities account maintained by CDP, in such detail as may be required by the Exchange.

          • 739

            An issuer must permit its securities to be transferred to CDP or from a main register to a branch register (and vice versa) without restriction.

        • Documents

          • 740

            A document given to the Exchange by an entity, or on its behalf, becomes and remains the property of the Exchange to deal with as it wishes, including copying, storing in a retrieval system, transmitting and selling to the public, and publishing any part of the document and permitting others to do so. The documents referred to in this rule include a document given to the Exchange in support of a listing application or in compliance with the listing rules.

          • 741

            Documents for overseas shareholders shall be forwarded by air or by facsimile transmission or, in another way that ensures that the documents will be received quickly.

          • 742

            Where an issue of securities is to be made overseas and is supported by a prospectus or other public documents, the prospectus or other public documents must be submitted to the Exchange in English. Such documents must be endorsed "Specimen — For information only".

          • 743

            An issuer must supply the Exchange with 30 final printed copies or such number as the Exchange may require from time to time (and one soft copy in such format as the Exchange may require) of the following documents for public release:—

            (1) All periodic and special reports, circulars, etc., released or issued by the issuer for the information of holders of any of the issuer's listed securities;
            (2) The published accounts of the issuer and all documents annexed thereto, as soon as issued.

          • 744

            Rule 743 does not apply to an announcement released to the Exchange via SGXNET.

      • Part VI [Deleted]

        Deleted on 19 May 2016.

      • Part VII Investment Funds — Continuing Listing Obligations

        • 748

          An investment fund must comply with Chapter 8, Parts I to IV of this Chapter, and the following requirements:—

          Periodic Reports

          (1) An investment fund must announce via SGXNET its net tangible assets per share or per unit at the end of each week.
          (2) The financial reports for the first half year of, and for, the financial year to be released pursuant to Rule 705 must give a breakdown of the income received between:—
          (a) dividends and interest; and
          (b) any other income.

          Annual Report

          (3) The annual report of an investment fund must also disclose the following information:—
          (a) A list of all investments with a value greater than 5% of the investment fund's gross assets, and at least the 10 largest investments stating, with comparative figures where relevant:—
          (i) a brief description of the business;
          (ii) proportion of share capital owned;
          (iii) cost;
          (iv) directors' valuation and in the case of listed investments, market value;
          (v) dividends received during the year (indicating any interim dividends);
          (vi) dividend cover or underlying earnings;
          (vii) any extraordinary items; and
          (viii) net assets attributable to investments;
          (b) An analysis of any provision for diminution in the value of investments, stating for each such investment:—
          (i) cost;
          (ii) provision made; and
          (iii) book value;
          (c) An analysis of realised and unrealised surpluses, stating separately profits and losses as between listed and unlisted investments; and
          (d) The names of the investment manager and investment adviser, together with an indication of the terms and duration of their appointment and the basis for their remuneration.
          (4) An investment fund must seek shareholders' approval for any change of the investment manager.
          (5) The custodian, investment manager, any of their connected persons and any director of the investment fund and investment manager, is prohibited from voting their own shares at, or being part of a quorum for, any meeting to approve any matter in which they have a material interest.
          (6) If an investment fund is also listed on another stock exchange, any information released to that stock exchange must also be released to the Exchange via SGXNET at the same time in English.
          (7) An investment fund that is a unit trust must also comply with the following requirements:—
          (a) The trustee must not have interests which, in the opinion of the Exchange, may materially conflict with the trustee's position as a trustee. The trustee must be independent of the investment manager and any person who holds 5% or more of the unit trust;
          (b) The investment fund must notify the Exchange via SGXNET at the end of each distribution period as soon as the following are computed by the managers:—
          (i) The gross and net earnings per unit before charging management participation;
          (ii) The net amount per unit (after allowing for charges and adjustments) to be distributed, together with the gross equivalent, attributable to the distribution period;
          (iii) The date of the striking of the unit holders register balances; and
          (iv) The date on and from which purchases and sales of units by the investment manager will take place ex-dividend;
          (c) An investment fund must notify the Exchange via SGXNET on request of the number of units outstanding;
          (d) The price of units (where applicable, the bid and offer price) must be fixed in accordance with the trust deed and the investment manager must announce such prices;
          (e) The investment manager must state clearly, in all circulars issued in respect of the sale of units of the trust, the terms upon which it undertakes to repurchase units. If there is no undertaking, it must state that fact; and
          (f) an investment fund must notify the Exchange immediately via SGXNET of:—
          (i) any changes in the control of the managers;
          (ii) any proposed change in the general character or nature of the trust; and
          (iii) any intention to renew, vary or terminate the trust.

      • Part VIII Mineral, Oil and Gas Companies — Continuing Listing Obligations

        • 749

          A mineral, oil and gas company must comply with paragraph 2 of Practice Note 6.3 for any disclosure of reserves, resources or exploration results.

          Added 27 September 2013.

        • 750

          A mineral, oil and gas company must comply with the following:

          (1) Make immediate announcement involving any material changes to the reserves or resources, including (a) the basis upon which the issuer asserts the existence of any new material reserves or resources that has not been previously disclosed, where applicable; and (b) a qualified person's report prepared in accordance with the requirements set out in paragraph 5 of Practice Note 6.3. The announcement must include a statement that the reserve and resource estimates stated in the announcement have been reviewed by a qualified person and in accordance with the disclosure requirements in Practice Note 6.3. The issuer must announce the qualified person's report as soon as practicable.

          Where the announcement involves the reporting of new material reserves or resources that have not been previously disclosed, or a 50% change or more in reserves or resources that have been previously reported on, the qualified person's report must be signed off by an independent qualified person who meets the requirements in Rule 210(9)(b) and the contents of the qualified person's report must comply with the requirements as set out in paragraph 5 of Practice Note 6.3.
          (2) Make immediate announcement of 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.

          Added 27 September 2013.

      • Part IX Secondary Listings — Continuing Listing Obligations

        • 751

          An issuer with a secondary listing on the SGX Main Board must:

          (1) maintain its primary listing on the home exchange;
          (2) be subject to all the applicable listing rules of the home exchange (unless a waiver has been obtained for any non-compliance); and
          (3) provide an annual certification in the form prescribed at Appendix 7.6 that it has complied with the applicable continuing listing obligations in the SGX Listing Manual;

          on a continuing basis.

          Added on 3 November 2014.

    • Chapter 8 Changes in Capital

      • Part I Scope of Chapter

        • 801

          This Chapter deals with issuers changing their capital either by issuing additional equity securities or adjusting existing capital. It also sets out the requirements and procedures for listing additional equity securities.

        • 802

          Additional requirements relating to the issue of equity securities arising from acquisitions, or interested person transactions, are set out in Chapters 9 and 10.

      • Part II General Requirements for an Issue of Securities

        • 803

          An issuer must not issue securities to transfer a controlling interest without prior approval of shareholders in general meeting.

        • 804

          Except in the case of an issue made on a pro rata basis to shareholders or a scheme referred to in Part VIII of this Chapter, no director of an issuer, or associate of the director, may participate directly or indirectly in an issue of equity securities or convertible securities unless shareholders in general meeting have approved the specific allotment. Such directors and associates must abstain from exercising any voting rights on the matter. The notice of meeting must state:—

          (1) the number of securities to be allotted to each director and associate;
          (2) the precise terms of the issue; and
          (3) that such directors and associates will abstain from exercising any voting rights on the resolution.

        • 805

          Except as provided in Rule 806, an issuer must obtain the prior approval of shareholders in general meeting for the following:—

          (1) The issue of shares or convertible securities or the grant of options carrying rights to subscribe for shares of the issuer; or
          (2) If a principal subsidiary of an issuer issues shares or convertible securities or options that will or may result in:—
          (a) the principal subsidiary ceasing to be a subsidiary of the issuer; or
          (b) a percentage reduction of 20% or more of the issuer's equity interest in the principal subsidiary. For example, if the issuer has a 70% interest in a principal subsidiary, shareholders' approval will be required for any issue of shares in the principal subsidiary reducing the issuer's equity interest to 56%.

        • General Mandate

          • 806

            (1) Approval by an issuer's shareholders under Rule 805(1) is not required if shareholders had, by ordinary resolution in a general meeting, given a general mandate to the directors of the issuer, either unconditionally or on such conditions to issue:—
            (i) shares; or
            (ii) convertible securities; or
            (iii) additional convertible securities issued pursuant to Rule 829, notwithstanding that the general mandate may have ceased to be in force at the time the securities are issued, provided that the adjustment does not give the holder a benefit that a shareholder does not receive; or
            (iv) shares arising from the conversion of the securities in (b) and (c), notwithstanding that the general mandate may have ceased to be in force at the time the shares are to be issued.
            (2) A general mandate must limit the aggregate number of shares and convertible securities that may be issued. The limit must be not more than 50% of the total number of issued shares excluding treasury shares and subsidiary holdings, of which the aggregate number of shares and convertible securities issued other than on a pro rata basis to existing shareholders must be not more than 20% of the total number of issued shares excluding treasury shares and subsidiary holdings. Unless prior shareholder approval is required under the Listing Rules, an issue of treasury shares will not require further shareholder approval, and will not be included in the aforementioned limits.
            (3) For the purpose of Rule 806(2), the total number of issued shares excluding treasury shares and subsidiary holdings is based on the issuer's total number of issued shares excluding treasury shares and subsidiary holdings at the time of the passing of the resolution approving the mandate after adjusting for:—
            (a) new shares arising from the conversion or exercise of convertible securities;
            (b) new shares arising from exercising share options or vesting of share awards outstanding or subsisting at the time of the passing of the resolution approving the mandate, provided the options or awards were granted in compliance with Part VIII of Chapter 8; and
            (c) any subsequent bonus issue, consolidation or subdivision of shares.
            (4) If the general mandate is obtained before listing, the issuer may treat its post-invitation total number of issued shares excluding treasury shares and subsidiary holdings as its total number of issued shares excluding treasury shares and subsidiary holdings for the purpose of Rule 806(3).
            (5) An issuer cannot rely on the general mandate for an issue of convertible securities if the maximum number of shares to be issued upon conversion cannot be determined at the time of issue of the convertible securities.
            (6) A general mandate may remain in force until the earlier of the following:—
            (a) the conclusion of the first annual general meeting of the issuer following the passing of the resolution. By an ordinary resolution passed at that meeting, the mandate may be renewed, either unconditionally or subject to conditions; or
            (b) it is revoked or varied by ordinary resolution of the shareholders in general meeting.

            Amended on 31 March 2017.

      • Part III Preferential Offering

        • 807

          If shareholders of an issuer are offered a specific entitlement in a new issue of securities of the issuer's subsidiary or in securities of the issuer's subsidiary about to be floated, such entitlement must be on a pro-rata basis with no restriction on the number of shares held before entitlements accrue.

          Amended on 29 September 2011.

        • 808

          Once the basis of an entitlement is declared, the issuer must not make any alterations to such entitlement except with the approval of the Exchange.

      • Part IV Issue of Shares, Company Warrants and Convertible Securities for Cash (Other than Rights Issue)

        • 809

          An issuer may issue shares, company warrants or other convertible securities for cash other than by way of a rights issue.

        • 810

          (1) An issuer which intends to issue shares, company warrants or other convertible securities for cash must announce the issue promptly, stating the terms of the issue and the purpose of the issue including the following:—
          (a) the identity of the placement agent appointed or to be appointed for the issue, where applicable;
          (b) the amount of proceeds proposed to be raised from the issue; and
          (c) the intended use of such proceeds on a percentage allocation basis (which could be expressed as a range if the exact allocation has not been determined).
          (2) Where no placement agent is appointed for the issuer or where a placement agent is appointed but is subject to any restrictions and directions imposed by the issuer regarding the identities of and/or the allocation to the placees, the issuer must also include in its announcement:—
          (a) The identities of the placees and the number of shares placed to each of them;
          (b) Details on how the placees were identified and the rationale for placing to them; and
          (c) The restrictions and/or directions imposed on the placement agent by the issuer regarding the identities of and/or the allocation to the placees, where applicable.

        • 811

          (1) An issue of shares must not be priced at more than 10% discount to the weighted average price for trades done on the Exchange for the full market day on which the placement or subscription agreement is signed. If trading in the issuer's shares is not available for a full market day, the weighted average price must be based on the trades done on the preceding market day up to the time the placement agreement is signed.
          (2) An issue of company warrants or other convertible securities is subject to the following requirements:—
          (a) if the conversion price is fixed, the price must not be more than 10% discount to the prevailing market price of the underlying shares prior to the signing of the placement or subscription agreement.
          (b) if the conversion price is based on a formula, any discount in the price-fixing formula must not be more than 10% of the prevailing market price of the underlying shares before conversion.
          (3) Rule 811(1) and (2) is not applicable if specific shareholder approval is obtained for the issue of shares, company warrants or other convertible securities.
          (4) Where specific shareholders' approval is sought, the circular must include the following:—
          (a) Information required under Rule 810; and
          (b) The basis upon which the discount was determined.
          (5) In the case of REITs and business trusts, for the purpose of Rule 811, the discount or premium of the issue price may be computed with reference to the weighted average price excluding declared distributions for trades done for the underlying units on the Exchange for the full market day on which the placement or subscription agreement is signed, provided that the placees are not entitled to the declared distributions.

        • 812

          (1) An issue must not be placed to any of the following persons:—
          (a) The issuer's directors and substantial shareholders.
          (b) Immediate family members of the directors and substantial shareholders.
          (c) Substantial shareholders, related companies (as defined in Section 6 of the Companies Act), associated companies and sister companies of the issuer's substantial shareholders.
          (d) Corporations in whose shares the issuer's directors and substantial shareholders have an aggregate interest of at least 10%.
          (e) Any person who, in the opinion of the Exchange, falls within category (a) to (d).
          (2) Rule 812(1) will not apply if specific shareholder approval for such a placement has been obtained. The person, and its associates, must abstain from voting on the resolution approving the placement.
          (3) Rule 812(1)(a) will not apply provided that:—
          (a) The substantial shareholder:—
          (i) does not have representation (whether directly or indirectly through a nominee) on the board of the issuer;
          (ii) does not have control or influence over the issuer in connection with the day-today affairs of the issuer and the terms of the placement;
          (b) The placement is effected through an independent process such as book-building;
          (c) The placement is made to more than one place; and
          (d) The proportion of issued shares of the issuer held by the substantial shareholder immediately after the placement is not more than the proportion of the issued shares of the issuer held by it immediately before such a placement.
          An issuer should consult and clarify with the Exchange in the event of any uncertainty.
          (4) The Exchange may agree to a placement to a person in Rule 812(1)(b), (c) or (d) if it is satisfied that the person is independent and is not under the control or influence of any of the issuer's directors or substantial shareholders.

        • 813

          An issuer may borrow shares from its substantial shareholder to facilitate an issue of shares for cash provided that the substantial shareholder does not receive any financial benefit (directly or indirectly) from the arrangement.

      • Part V Rights Issues

        • 814

          (1) An issuer which intends to make a rights issue must announce (having regard to Rule 704(25) the issue promptly, stating the following:—
          (a) price, terms and purpose of the issue, including the amount of proceeds proposed to be raised from the issue and the intended use of such proceeds on a percentage allocation basis (which could be expressed as a range if the exact allocation has not been determined);
          (b) whether the issue will be underwritten;
          (c) the financial circumstances which call for the issue; and
          (d) whether it has obtained or will be seeking the approval of the Exchange for the listing and quotation of the new shares arising from the rights issue.
          In addition, an issuer must observe the disclosure requirements in Appendix 8.2.
          (2) If a rights issue involves an issue of convertible securities, the issuer must also comply with Part VI of this Chapter.

        • 815

          An issuer must announce any significant disbursement of the proceeds raised from the rights issue.

        • 816

          (1) Subject to Rule 816(2), a rights issue must provide for the rights to subscribe for securities to be renounceable in part or in whole in favour of a third party at the option of the entitled shareholders.
          (2)
          (a) An issuer can undertake non-renounceable rights issues:—
          (i) subject to specific shareholders' approval; or
          (ii) in reliance on the general mandate to issue rights shares in a non-renounceable rights issue if the rights shares are priced at not more than 10% discount to the weighted average price for trades done on the Exchange for the full market day on which the rights issue is announced. If trading in the issuer's shares is not available for a full market day, the weighted average price must be based on the trades done on the preceding market day up to the time the rights issue is announced.
          (b) The non-renounceable rights issue must comply with Part V of Chapter 8 except Rule 816(1).

          Amended on 1 January 2011.

        • 817

          An issuer may make a rights issue with or without underwriting. Generally, it is for the issuer to decide whether its rights issue is to be underwritten.

        • 818

          In the case of a rights issue that is underwritten, any force majeure clause in the underwriting agreement cannot be invoked after the commencement of ex-rights trading.

        • 819

          (1) An issuer must seek the Exchange's prior approval if it decides to proceed with a rights issue without underwriting because the force majeure clause in the underwriting agreement was invoked before commencement of ex-rights trading.
          (2) Upon receipt of the Exchange's approval, the issuer must announce immediately that the rights issue will proceed without underwriting.

        • 820

          The following requirements apply to a rights issue that is not underwritten:—

          (1) The rights issue cannot be withdrawn after the commencement of ex-rights trading.
          (2) The Exchange may permit the issuer to scale down a shareholder's application to subscribe for the rights issue to avoid placing the shareholder in the position of incurring a mandatory bid obligation under the Takeover Code as a result of other shareholders not taking up their rights entitlement fully.

        • 821

          No date must be fixed for the closing of books until the issue has been approved by the Exchange.

        • 822

          An issuer must issue the following to persons entitled within 3 market days (within 5 market days in the case of a scrip counter), or such longer period as the Exchange may approve, after a books closure date:—

          (1) Letter of Entitlement, if any;
          (2) Application Forms for rights shares and excess rights shares ("ARE"). In the case of a rights issue of warrants, warrant and excess warrants application form ("WAF" or "WEWAF");
          (3) Provisional Allotment Letters ("PALs") for shareholders whose names appear on the share register, incorporating item (2) as well as:—
          (a) Form of Acceptance;
          (b) Request for Splits;
          (c) Form of Renunciation;
          (d) Form of Nomination;
          (e) Excess Shares Application Form; and
          (4) Such other documents as the Exchange may require.

        • 823

          An issuer making a rights issue must observe any time-table published by the Exchange.

      • Part VI Issue of Company Warrants and Other Convertible Securites

        • 824

          Every issue of company warrants or other convertible securities not covered under a general mandate must be specifically approved by shareholders in general meeting.

        • 825

          In procuring the approval of shareholders in a general meeting, the circular to the shareholders must include the recommendations of the board of directors of the issuer on such an issue of company warrants or convertible securities and the basis for such recommendation(s).

        • 826

          If application is made for the listing of company warrants or other convertible securities, the Exchange will normally require a sufficient spread of holdings to provide for an orderly market in the securities. As a guide, the Exchange expects at least 100 warrantholders for a class of company warrants.

        • 827

          Company warrants or other convertible securities may be listed only if the underlying securities are (or will become at the same time) one of the following:—

          (1) A class of equity securities listed on the Exchange.
          (2) A class of equity securities listed or dealt in on a stock market approved by the Exchange.

        • 828

          Each company warrant must:—

          (1) give the registered holder the right to subscribe for or buy one share of the issuer; and
          (2) not be expressed in terms of dollar value.

          Amended on 31 March 2017.

        • 829

          The terms of the issue must provide for:—

          (1) adjustment to the exercise or conversion price and, where appropriate, the number of company warrants or other convertible securities, in the event of rights, bonus or other capitalisation issues
          (2) The expiry of the company warrants or other convertible securities to be announced, and notice of expiry to be sent to all holders of the company warrants or other convertible notice of expiry to be sent to all holders of the company warrants or other convertible securities at least 1 month before the expiration date; and
          (3) Any material alteration to the terms of company warrants or other convertible securities after issue to the advantage of the holders of such securities to be approved by shareholders, except where the alterations are made pursuant to the terms of the issue.

        • 830

          An issuer must announce any adjustment made pursuant to Rule 829(1).

        • 831

          Except where the alterations are made pursuant to the terms of an issue, an issuer must not:—

          (i) extend the exercise period of an existing company warrant ;
          (ii) issue a new company warrant to replace an existing company warrant;
          (iii) change the exercise price of an existing company warrant; or
          (iv) change the exercise ratio of an existing company warrant.

        • 832

          A circular or notice to be sent to shareholders in connection with a general meeting to approve the issue of company warrants or other convertible securities must include at least the following information:—

          (1) The maximum number of the underlying securities which would be issued or transferred on exercise or conversion of the company warrants or other convertible securities.
          (2) The period during which the company warrants or other convertible securities may be exercised and the dates when this right commences and expires.
          (3) The amount payable on the exercise of the company warrants or other convertible securities.
          (4) The arrangements for transfer or transmission of the company warrants or other convertible securities.
          (5) The rights of the holders on the liquidation of the issuer.
          (6) The arrangements for the variation in the subscription or purchase price and in the number of company warrants or other convertible securities in the event of alterations to the share capital of the issuer.
          (7) The rights (if any) of the holders to participate in any distributions and/or offers of further securities made by the issuer.
          (8) A summary of any other material terms of the company warrants or other convertible securities.
          (9) The purpose for and use of proceeds of the issue, including the use of future proceeds arising from the conversion/exercise of the company warrants or other convertible securities.
          (10) The financial effects of the issue to the issuer.

        • 833

          The following additional requirements apply to an offer of company warrants or other convertible securities by way of a rights issue or bought deal:—

          (1) The issuer's announcement of the rights issue or bought deal must include either:—
          (a) the exercise or conversion price of the company warrants or other convertible securities, or
          (b) a price-fixing formula to determine the exercise or conversion price. The price-fixing formula must not contain any discretionary element and the amount of premium or discount (in relation to the underlying share price) must be specified.
          (2) Where a price-fixing formula is adopted:—
          (a) if the issue is not underwritten, the issuer must fix and announce the exercise or conversion price before the close of the offer; or
          (b) if the issue is underwritten, the issuer must fix and announce the exercise or conversion price before the commencement of nil-paid rights trading.
          (3)(An offer of company warrants or convertible securities by way of a bought deal must comply with Part V of this Chapter.

        • 834

          For the purpose of this Part, a "bought deal" is an issue of company warrants or other convertible securities to a financial institution which will in turn offer them to the issuer's shareholders on a pro-rata basis, usually in conjunction with a loan facility provided by that financial institution to the issuer.

        • 835

          An issuer making a bonus issue of company warrants must also comply with Rules 836 and 837.

      • Part VII Bonus Issues, Capitalisation Issues and Subdivision of Shares

        • 836

          An issuer that intends to make a capitalization issue or a subdivision of shares must promptly make an announcement, stating the following:—

          (1) The terms of the issue or the subdivision; and
          (2) Whether the Exchange's approval is required and has been obtained.

        • 837

          No date must be fixed for the closing of books until the capitalisation issue or subdivision of shares has been approved by the Exchange.

        • 838

          An issuer must satisfy the Exchange that its daily weighted average price, adjusted for the capitalization issue or subdivision of shares ("adjusted price"), will not be less than S$0.50. When deciding, the Exchange may take into account an issuer's adjusted price for the month preceding the application date.

          Amended on 10 August 2012.

        • 839

          An issuer making a capitalisation issue or subdivision of shares must state in the shareholder circular (if required) whether it expects to maintain the quantum of dividend declared and paid in the previous year.

        • 840

          If an issue is to be capitalised from the revaluation reserve, the issuer may be required to satisfy the Exchange that the amount of the revaluation reserve so capitalised will not impair the issuer's ability to absorb future diminution in the value of its assets.

        • 841

          An issuer must not capitalise:—

          (1) more than 50% of the amount standing in the revaluation reserve account; and
          (2) any surplus arising from the revaluation of fixed assets such as plant and machinery.

        • 842

          An issuer should avoid creating odd lots as far as possible.

      • Part VIII Share Option Schemes or Share Schemes

        • 843

          (1) An issuer's subsidiaries must also comply with Rules 844 to 861 in relation to share option schemes or share schemes implemented by them.
          (2) Rule 843(1) does not apply to the share option scheme or share scheme of an issuer's subsidiary which is listed on an approved exchange that has rules which safeguard the interests of shareholders according to similar principles in Part VIII.
          (3) The approval of an issuer's shareholders must be obtained for any share option scheme or share scheme implemented by:—
          (a) the issuer; and
          (b) a principal subsidiary of the issuer if the scheme may cause Rule 805(2) to apply.
          (4) If shareholders' approval is not required pursuant to Rule 843(3), an issuer must announce the principal terms of any such share option scheme or share scheme implemented by its subsidiaries.

        • Terms of Schemes

          • 844

            Participation in a scheme must be restricted to directors and employees of the issuer and its subsidiaries, except that:—

            (1) directors and employees of an associated company of the issuer may participate in the scheme if the issuer has control over the associated company.
            (2) directors and employees of the issuer's parent company and its subsidiaries who have contributed to the success and development of the issuer may participate in the scheme.

          • 845

            A limit on the size of each scheme, the maximum entitlement for each class or category of participant (where applicable), and the maximum entitlement for any one participant (where applicable) must be stated. For SGX Main Board issuers, the following limits must not be exceeded:—

            (1) The aggregate number of shares available under all schemes must not exceed 15% of the total number of issued shares excluding treasury shares and subsidiary holdings from time to time;
            (2) The aggregate number of shares available to controlling shareholders and their associates must not exceed 25% of the shares available under a scheme;
            (3) The number of shares available to each controlling shareholder or his associate must not exceed 10% of the shares available under a scheme;
            (4) The aggregate number of shares available to directors and employees of the issuer's parent company and its subsidiaries must not exceed 20% of the shares available under a scheme; and
            (5) The maximum discount under the scheme must not exceed 20%. The discount must have been approved by shareholders in a separate resolution.

            Amended on 31 March 2017.

          • 846

            The amount, if any, payable on application or acceptance, the period in or after which payments or calls, or loans to provide the same, may be paid or called must be set out.

          • 847

            The exercise price of options to be granted must be set out. Options granted at a discount may be exercisable after 2 years from the date of grant. Other options may be exercisable after one year from the date of grant.

          • 848

            The voting, dividend, transfer and other rights attached to the securities, including those arising from a liquidation of the issuer must be stated.

          • 849

            The scheme must be administered by a committee of directors of the issuer. However, where the issuer has a parent company, the parent company may nominate one person to the committee. A participant who is a member of the Committee must not be involved in its deliberations in respect of options to be granted to that participant.

          • 850

            (1) A scheme must provide for adjustment of the subscription or option price or the number or amount of securities under the scheme not already allotted, in the event of a capitalisation issue and other circumstances (e.g. rights issue, capital reduction, subdivision or consolidation of shares or distribution).
            (2) The adjustment must be made in such a way that a participant will not receive a benefit that a shareholder does not receive.
            (3) The issue of securities as consideration for an acquisition will normally not be regarded as a circumstance requiring adjustment.
            (4) Adjustments other than on a capitalisation issue must be confirmed in writing by the company's auditors to be fair and reasonable.

          • 851

            The scheme must provide that the provisions relating to the matters contained in Rules 844 to 849, and Rules 853 to 854 cannot be altered to the advantage of the participants without prior shareholder approval.

          • 852

            (1) An issuer must provide in the scheme that the following disclosure will be made in its annual report:
            (a) The names of the members of the committee administering the scheme.
            (b) The information required in the table below for the following participants:—
            (i) Directors of the issuer;
            (ii) Participants who are controlling shareholders of the issuer and their associates; and
            (iii) Participants, other than those in Rule 852(1)(b)(i) and (ii) above, who receive 5% or more of the total number of options available under the scheme;

            Name of participant Options granted during financial year under review (including terms) Aggregate options granted since commencement of scheme to end of financial year under review Aggregate options exercised since commencement of scheme to end of financial year under review Aggregate options outstanding as at end of financial year under review
            (c)
            (i) The names of and number and terms of options granted to each director or employee of the parent company and its subsidiaries who receives 5% or more of the total number of options available to all directors and employees of the parent company and its subsidiaries under the scheme, during the financial year under review; and
            (ii) The aggregate number of options granted to the directors and employees of the parent company and its subsidiaries for the financial year under review, and since the commencement of the scheme to the end of the financial year under review.
            (d) The number and proportion of options granted at a discount during the financial year under review in respect of every 10% discount range, up to the maximum quantum of discount granted.
            (2) If any of the requirements in Rule 852(1) is not applicable, an appropriate negative statement must be included.

        • Shareholder Approval

          • 853

            Participation in a scheme by controlling shareholders and their associates must be approved by independent shareholders of the issuer. A separate resolution must be passed approved by independent shareholders of the issuer. A separate resolution must be passed for each person and to approve the actual number and terms of options to be granted to that participant.

          • 854

            Any grant of options to a director or employee of the issuer's parent company and its subsidiaries that, together with options already granted to the person under the scheme, represents 5% or more of the total number of options available to such directors and employees, must be approved by independent shareholders. A separate resolution must be passed for each such person and to approve the aggregate number of options to be made available for grant to all directors and employees of the parent company and its subsidiaries.

          • 855

            When seeking shareholder approval, an issuer must explain the basis for the following:—

            (1) Participation by, and the specific grant of options to, each of the controlling shareholders or their associates;
            (2) Participation by, and the grant of options to, directors and employees of the parent company and its subsidiaries;
            (3) Participation by non-executive directors;
            (4) Participation by directors and employees of the associated companies;
            (5) Discount quantum; and
            (6) Size of the scheme.

          • 856

            An issuer must briefly describe in the circular the potential cost to it arising from the grant of options.

          • 857

            (1) An issuer must disclose the terms of the scheme or a summary of the principal terms in the circular. The summary must contain all the information required under Rules 844 to 849, and Rules 853 to 854.
            (2) If only a summary is disclosed, the issuer must make the terms of the scheme available for inspection at its registered office for at least 14 days before the date of the general meeting.

          • 858

            Where directors of the issuer are trustees of the scheme or have an interest direct or indirect in the scheme, the circular must disclose that interest.

          • 859

            Shareholders who are eligible to participate in the scheme must abstain from voting on any resolution relating to the scheme (other than a resolution relating to the participation of, or grant of options to, directors and employees of the issuer's parent company and its subsidiaries).

          • 860

            The following categories of persons must abstain from voting on any resolution relating to the participation of, or grant of options to, directors and employees of the parent company and its subsidiaries:—

            (1) The parent company (and its associates); and
            (2) Directors and employees of the parent company (and its subsidiaries), who are also shareholders and are eligible to participate in the scheme.

          • 861

            If options have been granted under a previous scheme, the circular to shareholders seeking approval for the new scheme must disclose the following about the previous scheme:—

            (1) Total numbers of shares reserved and allotted;
            (2) Number of participants;
            (3) Any material conditions to which the options are subject; and
            (4) The following details of options granted to directors of the issuer, and participants who are controlling shareholders and their associates:—
            (a) Dates options were granted;
            (b) Number of shares offered under the options; and
            (c) Number of shares allotted upon exercise of options.

      • Part IX Scrip Dividend Schemes

        • 862

          Any scheme which enables shareholders to elect to receive shares in lieu of the cash amount of any dividend must comply with the following :—

          (1) The scheme must be announced via SGXNET. The announcement must state the following:—
          (a) Any tax advantage if a shareholder elects to receive shares in lieu of cash, or an appropriate negative statement;
          (b) Whether a shareholder who elects to receive shares may receive odd lots;
          (c) That a shareholder who will breach any shareholding restriction imposed by Singapore law or prescribed in the Articles of Association of the issuer by receiving shares is not eligible to participate in the scheme for that dividend;
          (d) That a person receiving shares under the scheme may be required to comply with the Takeover Code; and
          (e) The treatment of fractional entitlements arising from the allotment of new shares pursuant to the scheme.
          (f) Whether the issue of shares under the scheme will require shareholders' approval under the Companies Act and/or any other applicable statutory requirement, and if so, to disclose whether the issuer is relying on a general mandate that is currently in force or will be obtaining specific shareholders' approval for the issue of new shares under the scheme.
          (2) All shareholders must be eligible to participate in the scheme, subject to any shareholding restriction imposed by any statute, law or regulation in Singapore or prescribed in the Articles of Association of the issuer. The scheme may provide that shareholders may make a permanent election to participate in the scheme for all future dividends or may elect for each dividend.
          (3) Notwithstanding Rule 862(2), an issuer may determine that foreign shareholders will not be eligible to participate if (i) they have not supplied CDP or the issuer (as the case may be), addresses in Singapore for services of notices, or (ii) the participation of foreign shareholders will result in a breach of regulations or is not permitted by the relevant authorities of the jurisdictions in which the foreign shareholders are located. In addition, if any foreign shareholding limit computed as at the Books Closure Date ("BCD") will be breached (assuming that all foreign shareholders elect for shares), the scheme shall not apply for that dividend and the cash amount of the dividend declared will be paid in the usual way.
          (4) The issue price of shares allotted pursuant to the scheme must be determined in accordance with a formula based on the market price, but any discount must not exceed 10% of the market price.
          (5) The dividend payment date for a dividend where a share alternative is offered must be not less than 30 market days, but not more than 35 market days, after the BCD.
          (6) For the avoidance of doubt, the scheme must allow shareholders to receive dividends in cash.

          Amended on 1 January 2011.

        • 863

          An issuer must announce whether or not a scheme is to apply to a particular dividend. Such an announcement must be made promptly after the decision is taken and in any event, no later than the market day following the BCD for that particular dividend.

      • Part X Listing Application for Additional Equity Securities

        • 864

          In considering an application for listing of additional equity securities the Exchange takes into account, among other factors, the following:—

          (1) Rationale for the issue;
          (2) Whether the issuer is and has been in compliance with the listing rules;
          (3) Whether the issuer has made full disclosure of the material facts relating to the issue necessary for the Exchange to decide on the application. The purpose of the information supplied to the Exchange is for the Exchange to assess whether the shares qualify for listing. Approval for listing of the additional shares is not an indication of the merits of the transaction; and
          (4) The Exchange must be notified immediately if, before the commencement of dealing in any equity securities which are the subject of an application, the issuer becomes aware that:—
          (a) There has been a significant change affecting any matter contained in the application; or
          (b) A significant new matter has arisen, which would have been required to be included in the application if it had arisen before the application was submitted.

          For the purpose of this rule, "significant" means significant for the purpose of making an assessment of the activities, assets and liabilities, financial position, management and prospects of the group, and of its profits and losses and of the rights attaching to the securities.

        • 865

          The Exchange has absolute discretion concerning approval of an application. The Exchange may approve such application unconditionally or subject to condition(s), or may reject such application, as it thinks appropriate. Such conditions may include shareholder approval and/or abstention from voting by certain shareholders. The Exchange also reserves the right to vary any such condition(s) or impose additional conditions.

        • 866

          An issuer must not issue, or authorise its registrars to issue or register, additional shares of a listed class until after it has been notified by the Exchange that they have been approved for listing.

        • 867

          Each director must accept responsibility for the information in the application.

        • 868

          If an application is submitted by or through a financial adviser or professional body, such financial adviser or professional body must ensure that the application has been prepared after due care and enquiry.

      • Part XI Procedures for Additional Listing Application (Primary Listing)

        • 869

          The following sets out the usual steps in the additional listing process (other than rights issues) for an issuer with a primary listing:—

          (1) The issuer makes the appropriate announcement;
          (2) The issuer submits one copy of the additional listing application prepared in compliance with Rule 875, together with the supporting documents prescribed in Rule 877;
          (3) The Exchange reviews and decides on the application;
          (4) The issuer announces the Exchange's decision promptly;
          (5) The issuer obtains shareholders' approval (if required);
          (6) The issuer fixes and informs the Exchange of the books closure and entitlement dates, if applicable;
          (7) The issuer allots and issues the equity securities; and
          (8) The equity securities are admitted to the Official List.

        • 870

          Where shares are issued pursuant to the exercise or conversion of convertible securities for which approval in-principle of the Exchange has been granted, application for listing of the shares need not follow the procedures set out in Rule 869. Such an application must comply with the following procedures:—

          (1) The issuer issues and allots the shares;
          (2) The issuer submits an application in the format set out in Appendix 8.4.1, 8.4.2 or 8.4.3, together with the documents stipulated therein; and
          (3) The Exchange informs the issuer of the listing of the shares.

        • 871

          (1) An issuer may consult the Exchange to resolve specific issues before it applies for listing of new securities.
          (2) Unless the Exchange prescribes otherwise, the following sets out the usual steps in the additional listing process for a rights issue.
          (i) The issuer makes an announcement in compliance with Rule 814(1) and submits one copy of the additional listing application. The application must be prepared in compliance with Rule 875 and supported by the documents prescribed in Rule 877 other than the abridged prospectus (or offering circular in the case of a foreign issuer);
          (ii) The Exchange reviews and decides on the application, and the issuer announces the Exchange's decision promptly;
          (iii) The issuer obtains shareholder approval (if required), fixes the books closure and entitlement dates and informs the Exchange;
          (iv) Upon receipt of the Exchange's in-principle approval for the listing and quotation of the new securities or shareholder approval for the issue of the new securities, whichever is later, the issuer must submit the abridged prospectus (offering circular) to the Exchange. The abridged prospectus (offering circular) must be in final form, as nearly as practicable, identical to the copy that will be lodged with the authority (or foreign authority as the case may be), where applicable;
          (v) The issuer submits a copy of the abridged prospectus (offering circular) to the Exchange when it has lodged the abridged prospectus (offering circular) with the relevant authority, where applicable. The lodged copy of the abridged prospectus (offering circular) must not be materially different from the copy previously submitted to the Exchange. The issuer must submit a written confirmation to the Exchange to this effect;
          (vi) The Exchange will inform the issuer of any further information that is required to be disclosed. This will be done after lodgment of the abridged prospectus (offering circular) with the relevant authorities, where applicable, but before the commencement of nil-paid rights trading. The issuer has to decide whether to announce this information (not later than 2pm on the market day before commencement of nil-paid rights trading) or issue a supplementary abridged prospectus;
          (vii) If commencement of nil-paid rights trading is expected to be delayed, the issuer must make an announcement to this effect as soon as practicable but not later than 4pm on the market day before the commencement of nil-paid rights trading;
          (viii) After the close of the rights issue, the issuer allots and issues the new securities and the new securities are listed.

        • 872

          (1) The Exchange will not normally accept a confidential additional listing application. However, an issuer may submit a confidential application for listing of shares to be issued pursuant to an underwritten rights issue, with the view to reducing underwriting exposure. When submitting a confidential application, the issuer must be able to maintain confidentiality of the issue. The issuer must announce the issue if it appears that there has been a leakage of information on the issue.
          (2) An issuer making a confidential listing application for an underwritten rights issue must observe the following listing procedures:—
          (a) The issuer must appoint a lead manager and underwriter. The listing application must state the indicative price range at which the issue will be made. The underwriting agreement is normally signed after the Exchange has approved the listing of the new securities.
          (b) Upon receipt of approval in-principle from the Exchange, the issuer must promptly finalise the terms of the issue with the lead manager/underwriter. The issue and its finalised terms must be announced as soon as possible, and in any case, not later than 48 hours after the receipt of approval in-principle from the Exchange.
          (c) In the event of leakage of information, as suggested by market rumours or unusual activities in the issuer's shares, the issuer must take one of the following steps:—
          (i) Announce the issue immediately.
          (ii) Request temporary suspension of trading pending finalisation of terms. Thereafter, the terms would be announced. The Exchange would normally expect the announcement to be made within two days of the temporary suspension of trading.
          (iii) Withdraw the issue and make an appropriate announcement.
          The issuer and the lead manager are expected to investigate the possible sources of leakage and submit their findings to the Exchange.
          (d) In organising an underwriting syndicate, an issuer and its lead manager must be particularly mindful of the need to prevent leakage of information. To minimise the risk of leakage, the issuer and lead manager must restrict the number of staff and other professionals having access to the confidential information. They should each maintain a list of all persons who have access to the confidential information and must, upon request, provide such particulars to the Exchange.

        • Time Schedule

          • 873

            The Exchange will normally decide on an application within three weeks of the date of submission of the application that is complete. Review of an issue in which a connected person has a material interest can be expected to take longer. It should be recognised that the time taken to review a particular application may be longer depending on the circumstances of the case.

          • 874

            Where it is essential that an issue of securities be admitted for trading by a certain date, the Exchange should be consulted at the earliest possible time to arrange a satisfactory time schedule. This is particularly important in the case of a rights issue.

        • Contents of Application

          • 875

            An application must set out the information required in Appendix 8.1 and must be submitted together with the supporting documents set out in Rule 877. The items in Appendix 8.1 may be adapted to the type of issue. Application for the following types of issues must include the following items in Appendix 8.1:—

            (1) Acquisitions
            Items 1 to 4.
            (2) Rights issue
            Items 1 to 3, and 6 to 7.
            (3) Capitalisation issue
            Items 1(a) to (d), 2 and 5.
            (4) Employees' share option scheme
            Item 1(a) to (d).
            (5) Issue of shares for cash
            Items 1 to 3, and 8.

            Note: The listing application need not contain any information which has been included in the draft circular submitted to the Exchange for review.

          • 876

            Any request by an issuer for any omission of information must be made in writing to the Exchange, stating the items and the circumstances justifying the omission.

        • Documents to be Submitted with the Application

          • 877

            One copy of the following documents (where required) must be submitted as supporting documents:—

            (1) Draft circular to shareholders unless shareholder approval is not required for the issue.
            (2) If an independent financial adviser is required to be appointed in connection with the issue, the letter from the independent financial adviser setting out its advice and recommendation on the issue.
            (3) If profit or cash flow projections are disclosed in a document issued to shareholders, the applicant must submit the detailed projections upon request by the Exchange.
            (4) If the share issue is an interested party transaction, a copy of each contract, plan or agreement pursuant to which the issue is made.
            (5) If a valuation was made on an asset being acquired, a copy of the relevant valuation report.
            (6) If the application involves a capitalisation issue, a written confirmation from the company's auditors that the reserves are sufficient to cover the capitalisation issue.
            (7) Other documents, such as the draft abridged prospectus, prospectus and deed poll that may be applicable to the issue of securities.
            (8) An undertaking from the issuer that it will make periodic announcement on the utilization of the proceeds, as the funds from the rights issue are disbursed.
            (9) If a substantial shareholder undertakes to apply for his entitlements and/or excess rights shares, a confirmation from a financial institution that the substantial shareholder has the necessary financial resources.
            (10) In the allotment of any excess rights shares, a confirmation from the issuer that preference will be given to the rounding of odd lots, and that directors and substantial shareholders who have control or influence over the issuer in connection with the day-to-day affairs of the issuer or the terms of the rights issue, or have representation (direct or through a nominee) on the board of the issuer will rank last in priority for the rounding of odd lots and allotment of excess rights shares.

            Amended on 29 September 2011.

      • Part XII Procedures for Additional Listing Application (Secondary Listing)

        • 878

          An issuer with a secondary listing that proposes an issue of additional securities in a class listed on the Exchange must inform the Exchange of such issue and the decision of the home exchange. If the approval of the home exchange has been obtained, the Exchange will normally list the securities at the same time they are listed on the home exchange.

        • 879

          An application by an issuer with a secondary listing for the listing of an additional class of securities must comply with the following:—

          (1) It must submit to the Exchange one copy of the listing application and any accompanying documents that have been submitted to its home exchange;
          (2) It must inform the Exchange of the decision of its home exchange.

        • 880

          Where application is made for listing shares arising from the exercise or conversion of convertible securities for which listing approval has previously been granted, the issuer must submit an application in the format set out in Appendix 8.4.1, 8.4.2 or 8.4.3, together with the documents stipulated therein.

      • Part XIII Share Buy-Back

        • Shareholder Approval

          • 881

            An issuer may purchase its own shares ("share buy-back") if it has obtained the prior specific approval of shareholders in general meeting.

          • 882

            A share buy-back may only be made by way of:

            (1) on-market purchases transacted through the Exchange's trading system or on another stock exchange on which the issuer's equity securities are listed ("market acquisition"); or
            (2) off-market acquisition in accordance with an equal access scheme as defined in Section 76C of the Companies Act.

            Unless a lower limit is prescribed under the issuer's law of incorporation, such share buy-back shall not exceed 10 per cent of the total number of issued shares excluding treasury shares and subsidiary holdings as at the date of the resolution passed by shareholders for the share buy-back.

            Amended on 1 October 2013 and 31 March 2017.

          • 883

            For the purpose of obtaining shareholder approval, the issuer must provide at least the following information to shareholders:—

            (1) The information required under the Companies Act;
            (2)(The reasons for the proposed share buy-back;
            (3) The consequences, if any, of share purchases by the issuer that will arise under the Takeover Code or other applicable takeover rules;
            (4) Whether the share buy-back, if made, could affect the listing of the issuer's equity securities on the Exchange;
            (5) Details of any share buy-back made by the issuer in the previous 12 months (whether market acquisitions or off-market acquisitions in accordance with an equal access scheme), giving the total number of shares purchased, the purchase price per share or the highest and lowest prices paid for the purchases, where relevant, and the total consideration paid for the purchases; and
            (6) Whether the shares purchased by the issuer will be cancelled or kept as treasury shares.

        • Dealing Restriction

          • 884

            An issuer may only purchase shares by way of a market acquisition at a price which is not more than 5% above the average closing market price. For this purpose, the average closing market price is:—

            (1) the average of the closing market prices of the shares over the last 5 market days, on which transactions in the share were recorded, before the day on which the purchases are made; and
            (2) deemed to be adjusted for any corporate action that occurs after the relevant 5-day period.

        • Off-Market Acquisition on an Equal Access Scheme

          • 885

            An issuer making an off-market acquisition in accordance with an equal access scheme must issue an offer document to all shareholders containing at least the following information:—

            (1) Terms and conditions of the offer;
            (2) Period and procedures for acceptances; and
            (3) Information in Rule 883 (2), (3), (4), (5) and (6)

            Amended on 29 September 2011.

        • Reporting Requirements

          • 886

            (1) An issuer must notify the Exchange of any share buy-back as follows:—
            (a) In the case of a market acquisition, by 9.00 am on the market day following the day on which it purchased shares,
            (b) In the case of an off market acquisition under an equal access scheme, by 9.00 am on the second market day after the close of acceptances of the offer.
            (2) Notification must be in the form of Appendix 8.3.1 (or 8.3.2 for an issuer with a dual listing on another stock exchange).

      • Part XIV Real Estate Investment Trust

    • Chapter 9 Interested Person Transactions

      • Part I Scope of Chapter

        • 901

          The objective of this Chapter is to guard against the risk that interested persons could influence the issuer, its subsidiaries or associated companies, to enter into transactions with interested persons that may adversely affect the interests of the issuer or its shareholders.

        • 902

          In applying these rules, regard must be given to :—

          (1) the objective of this Chapter; and
          (2) the economic and commercial substance of the interested person transaction, instead of legal form and technicality.

        • 903

          Apart from the rules in this Chapter, an issuer must also observe applicable requirements in Chapter 10.

      • Part II Definitions

        • 904

          For the purposes of this Chapter, the following definitions apply:—

          (1) "approved exchange" means a stock exchange that has rules which safeguard the interests of shareholders against interested person transactions according to similar principles to this Chapter.
          (2) "entity at risk" means:
          (a) the issuer;
          (b) a subsidiary of the issuer that is not listed on the Exchange or an approved exchange; or
          (c) an associated company of the issuer that is not listed on the Exchange or an approved exchange, provided that the listed group, or the listed group and its interested person(s), has control over the associated company.
          (3) "financial assistance" includes:
          (a) the lending or borrowing of money, the guaranteeing or providing security for a debt incurred or the indemnifying of a guarantor for guaranteeing or providing security; and
          (b) the forgiving of a debt, the releasing of or neglect in enforcing an obligation of another, or the assuming of the obligations of another.
          (4)
          (a) In the case of a company, "interested person" means:—
          (i) a director, chief executive officer, or controlling shareholder of the issuer; or
          (ii) an associate of any such director, chief executive officer, or controlling shareholder.
          (b) In the case of a REIT, "interested person" shall have the meaning defined in the Code on Collective Investment Schemes issued by the MAS.
          (c) In the case of a business trust, "interested person" means:—
          (i) a director, chief executive officer, or controlling shareholder of the trustee-manager of the business trust;
          (ii) the trustee-manager or controlling unitholder of the business trust; or
          (iii) an associate of any of the persons or entities in (i) or (ii) above.
          (d) In the case of an investment fund which is not a REIT or business trust, "interested person" means:—
          (i) a director, chief executive officer or controlling shareholder of the investment manager(s) (or any equivalent) of the investment fund;
          (ii) the investment manager(s) (or any equivalent), the trustee or controlling unitholder of the investment fund; or
          (iii) any associate of any of the persons or entities in (i) or (ii) above.
          (5) "interested person transaction" means a transaction between an entity at risk and an interested person.
          (6) "transaction" includes:—
          (a) the provision or receipt of financial assistance;
          (b) the acquisition, disposal or leasing of assets;
          (c) the provision or receipt of services;
          (d) the issuance or subscription of securities;
          (e) the granting of or being granted options; and
          (f) the establishment of joint ventures or joint investments;
          whether or not in the ordinary course of business, and whether or not entered into directly or indirectly (for example, through one or more interposed entities).
          (7) “defence funding” means:
          (a) The provision of a loan to a director or a chief executive officer of an entity at risk to meet expenditure incurred or to be incurred:
          (i) in defending any criminal or civil proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by that person in relation to the entity at risk; or
          (ii) in connection with an application for relief; or
          (iii) in defending himself in an investigation by a regulatory authority or against any action proposed to be taken by a regulatory authority, in connection with any alleged negligence, default, breach of duty or breach of trust in relation to the entity at risk; or
          (b) any action to enable such director or chief executive officer to avoid incurring such expenditure.

          Amended on 31 March 2017.

      • Part III General Requirements

        • 905

          (1) An issuer must make an immediate announcement of any interested person transaction of a value equal to, or more than, 3% of the group's latest audited net tangible assets.
          (2) If the aggregate value of all transactions entered into with the same interested person during the same financial year amounts to 3% or more of the group's latest audited net tangible assets, the issuer must make an immediate announcement of the latest transaction and all future transactions entered into with that same interested person during that financial year.
          (3) Rule 905(1) and (2) does not apply to any transaction below $100,000.

        • 906

          (1) An issuer must obtain shareholder approval for any interested person transaction of a value equal to, or more than:—
          (a) 5% of the group's latest audited net tangible assets; or
          (b) 5% of the group's latest audited net tangible assets, when aggregated with other transactions entered into with the same interested person during the same financial year. However, a transaction which has been approved by shareholders, or is the subject of aggregation with another transaction that has been approved by shareholders, need not be included in any subsequent aggregation.
          (2) Rule 906(1) does not apply to any transaction below $100,000.

        • 907

          An issuer must disclose the aggregate value of interested person transactions entered into during the financial year under review in its annual report. The name of the interested person and the corresponding aggregate value of the interested person transactions entered into with the same interested person must be presented in the following format:—

          Name of interested person Aggregate value of all interested person transactions during the financial year under review (excluding transactions less than $100,000 and transactions conducted under shareholders' mandate pursuant to Rule 920) Aggregate value of all interested person transactions conducted under shareholders' mandate pursuant to Rule 920 (excluding transactions less than $100,000)

        • 908

          In interpreting the term "same interested person" for the purpose of aggregation in Rules 905 and 906, the following applies:—

          (1) Transactions between an entity at risk and interested persons who are members of the same group are deemed to be transactions between the entity at risk with the same interested person.
          (2) If an interested person, (which is a member of a group) is listed, its transactions with the entity at risk need not be aggregated with transactions between the entity at risk and other interested persons of the same group, provided that the listed interested person and other listed interested persons have boards the majority of whose directors are different and are not accustomed to act on the instructions of the other interested persons and their associates and have audit committees whose members are completely different.

          As an example, Entity-At-Risk A, Listed B and Listed C are all subsidiaries of Ultimate D. Listed B, Listed C and Ultimate D have boards, the majority of whose directors are different and are not accustomed to act on the instructions of Ultimate D and its associates and have audit committees whose members are completely different. Transactions between Entity-At-Risk A and Listed B need not be aggregated with transactions between Entity-At-Risk A and Listed C or with transactions between Entity-At-Risk A and Ultimate D.

        • 909

          The value of a transaction is the amount at risk to the issuer. This is illustrated by the following examples:—

          (1) In the case of a partly-owned subsidiary or associated company, the value of the transaction is the issuer's effective interest in that transaction;
          (2) In the case of a joint venture, the value of the transaction includes the equity participation, shareholders' loans and guarantees given by the entity at risk; and
          (3) In the case of borrowing of funds from an interested person, the value of the transaction is the interest payable on the borrowing. In the case of lending of funds to an interested person, the value of the transaction is the interest payable on the loan and the value of the loan.

      • Part IV Sale of Property Units

        • 910

          (1) An issuer must announce a sale or proposed sale of any units of its local property projects or those of its entity at risk to an interested person or a relative of a director, chief executive officer or controlling shareholder within two weeks of the sale or proposed sale, regardless of whether the sale or proposed sale is required to be announced under Rule 905.
          (2) An issuer is required to comply with Rule 905 for a sale or proposed sale of any units of its non-local property projects, or those of its entity at risk, to its interested person.

        • 911

          An announcement relating to any sale or proposed sale of units of the issuer or those of its entity at risk's property projects must state the name of the project, the name of each purchaser, the unit number, the sale price and the percentage discount given.

        • 912

          In deciding on any sale of units of its property projects to an issuer's interested persons or a relative of a director, chief executive officer or controlling shareholder, an issuer's board of directors must be satisfied that the terms of the sale(s) are not prejudicial to the interests of the issuer and its minority shareholders. The audit committee must review and approve the sale(s) and satisfy itself that the number and terms of the sale(s) are fair and reasonable and are not prejudicial to the interests of the issuer and its minority shareholders.

        • 913

          Where a sale or proposed sale to an issuer's interested person requires shareholder approval, the issuer must obtain the approval within six weeks of the date of the sale or proposed sale.

        • 914

          An interested person and any nominee of the interested person must abstain from voting on all resolutions to approve the sales or proposed sales to the interested persons.

      • Part V Exceptions

        • 915

          The following transactions are not required to comply with Rules 905, 906 and 907:—.

          (1) A payment of dividends, a subdivision of shares, an issue of securities by way of a bonus issue, a preferential offer, or an off-market acquisition of the issuer's shares, made to all shareholders on a pro-rata basis, including the exercise of rights, options or company warrants granted under the preferential offer.
          (2) The grant of options, and the issue of securities pursuant to the exercise of options, under an employees' share option scheme approved by the Exchange.
          (3) A transaction between an entity at risk and an investee company, where the interested person's interest in the investee company, other than that held through the issuer, is less than 5%.
          (4) A transaction in marketable securities carried out in the open market where the counterparty's identity is unknown to the issuer at the time of the transaction.
          (5) A transaction between an entity at risk and an interested person for the provision of goods or services if:—
          (a) the goods or services are sold or rendered based on a fixed or graduated scale, which is publicly quoted; and
          (b) the sale prices are applied consistently to all customers or class of customers.
          Such transactions include telecommunication and postal services, public utility services, and sale of fixed price goods at retail outlets.
          (6) The provision of financial assistance or services by a financial institution that is licensed or approved by the Monetary Authority of Singapore, on normal commercial terms and in the ordinary course of business.
          (7) The receipt of financial assistance or services from a financial institution that is licensed or approved by the Monetary Authority of Singapore, on normal commercial terms and in the ordinary course of business.
          (8) Director's fees and remuneration, and employment remuneration (excluding "golden parachute" payments).
          (9) Insurance coverage and indemnities for directors and chief executive officers against liabilities attaching to them in relation to their duties as officers of the entity at risk, to the extent permitted under the Companies Act, and regardless of whether the entity at risk is subject to the Companies Act.
          (10) Defence funding for directors and chief executive officers of the entity at risk to the extent permitted under sections 163A and 163B of the Companies Act, regardless of whether the entity at risk is subject to the Companies Act, provided that in the case of defence funding permitted under section 163B of the Companies Act, such defence funding is to be repaid upon any action taken by a regulatory authority against him. For this purpose, references to "director" in sections 163A and 163B of the Companies Act shall be read as references to "director or chief executive officer".

          In the case of defence funding under section 163A of the Companies Act, defence funding shall be repaid in accordance with the timeline stipulated in section 163A(2)(b) of the Companies Act.

          Amended on 31 March 2017.

        • 916

          The following transactions are not required to comply with Rule 906:—

          (1) The entering into, or renewal of a lease or tenancy of real property of not more than 3 years if the terms are supported by independent valuation.
          (2) Investment in a joint venture with an interested person if:—
          (a) the risks and rewards are in proportion to the equity of each joint venture partner;
          (b) the issuer confirms by an announcement that its audit committee is of the view that the risks and rewards of the joint venture are in proportion to the equity of each joint venture partner and the terms of the joint venture are not prejudicial to the interests of the issuer and its minority shareholders; and
          (c) the interested person does not have an existing equity interest in the joint venture prior to the participation of the entity at risk in the joint venture.
          (3) The provision of a loan to a joint venture with an interested person if:—
          (a) the loan is extended by all joint venture partners in proportion to their equity and on the same terms;
          (b) the interested person does not have an existing equity interest in the joint venture prior to the participation of the entity at risk in the joint venture; and
          (c) the issuer confirms by an announcement that its audit committee is of the view that:—
          (i) the provision of the loan is not prejudicial to the interests of the issuer and its minority shareholders; and
          (ii) the risks and rewards of the joint venture are in proportion to the equity of each joint venture partner and the terms of the joint venture are not prejudicial to the interests of the issuer and its minority shareholders.
          (4) The award of a contract by way of public tender to an interested person if:—
          (a) the awarder entity at risk announces following information:—
          (i) the prices of all bids submitted;
          (ii) an explanation of the basis for selection of the winning bid; and
          (b) both the listed bidder (or if the bidder is unlisted, its listed parent company) and listed awarder (or if the awarder is unlisted, its listed parent company) have boards, the majority of whose directors are different and are not accustomed to act on the instructions of the interested person or its associates and have audit committees whose members are completely different.
          (5) The receipt of a contract which was awarded by way of public tender, by an interested person if:—
          (a) the bidder entity at risk announces the prices of all bids submitted; and
          (b) both the listed bidder (or if the bidder is unlisted, its listed parent company) and listed awarder (or if the awarder is unlisted, the listed parent company) have boards, the majority of whose directors are different and are not accustomed to act on the instructions of the interested person or its associates and have audit committees whose members are completely different.

      • Part VI Announcement Requirements

        • 917

          An announcement under Rule 905 must contain all of the following information:—

          (1) Details of the interested person transacting with the entity at risk, and the nature of that person's interest in the transaction.
          (2) Details of the transaction including relevant terms of the transaction, and the bases on which the terms were arrived at.
          (3) The rationale for, and benefit to, the entity at risk.
          (4)
          (a) A statement:—
          (i) whether or not the audit committee of the issuer is of the view that the transaction is on normal commercial terms, and is not prejudicial to the interests of the issuer and its minority shareholders; or
          (ii) that the audit committee is obtaining an opinion from an independent financial adviser before forming its view, which will be announced subsequently.
          (b) Transactions that satisfy Rule 916(1), (2) and (3) are not required to comply with Rule 917(4)(a).
          (5) The current total for the financial year of all transactions with the particular interested person whose transaction is the subject of the announcement and the current total of all interested person transactions for the same financial year.
          (6) Where the issuer accepts a profit guarantee or a profit forecast (or any covenant which quantifies the anticipated level of future profits) from the vendor of businesses/assets, the information required in Rule 1013(1). The issuer must also comply with Rule 1013(3).

      • Part VII Shareholder Approval

        • 918

          If a transaction requires shareholder approval, it must be obtained either prior to the transaction being entered into or, if the transaction is expressed to be conditional on such approval, prior to the completion of the transaction.

        • 919

          In a meeting to obtain shareholder approval, the interested person and any associate of the interested person must not vote on the resolution, nor accept appointments as proxies unless specific instructions as to voting are given.

          Amended on 29 September 2011.

      • Part VIII General Mandate

        • 920

          (1) An issuer may seek a general mandate from shareholders for recurrent transactions of a revenue or trading nature or those necessary for its day-to-day operations such as the purchase and sale of supplies and materials, but not in respect of the purchase or sale of assets, undertakings or businesses. A general mandate is subject to annual renewal.
          (a) An issuer must:—
          (i) disclose the general mandate in the annual report, giving details of the aggregate value of transactions conducted pursuant to the general mandate during the financial year. The disclosure must be in the form set out in Rule 907; and
          (ii) announce the aggregate value of transactions conducted pursuant to the general mandate for the financial periods which it is required to report on pursuant to Rule 705 within the time required for the announcement of such report. The disclosure must be in the form set out in Rule 907.
          (b) A circular to shareholders seeking a general mandate must include:—
          (i) the class of interested persons with which the entity at risk will be transacting;
          (ii) the nature of the transactions contemplated under the mandate;
          (iii) the rationale for, and benefit to, the entity at risk;
          (iv) the methods or procedures for determining transaction prices;
          (v) the independent financial adviser's opinion on whether the methods or procedures in (iv) are sufficient to ensure that the transactions will be carried out on normal commercial terms and will not be prejudicial to the interests of the issuer and its minority shareholders;
          (vi) an opinion from the audit committee if it takes a different view to the independent financial adviser;
          (vii) a statement from the issuer that it will obtain a fresh mandate from shareholders if the methods or procedures in (iv) become inappropriate; and
          (viii) a statement that the interested person will abstain, and has undertaken to ensure that its associates will abstain, from voting on the resolution approving the transaction.
          (c) An independent financial adviser's opinion is not required for the renewal of a general mandate provided that the audit committee confirms that:—
          (i) the methods or procedures for determining the transaction prices have not changed since last shareholder approval; and
          (ii) the methods or procedures in Rule 920(1)(c)(i) are sufficient to ensure that the transactions will be carried out on normal commercial terms and will not be prejudicial to the interests of the issuer and its minority shareholders.
          (d) Transactions conducted under a general mandate are not separately subject to Rules 905 and 906.
          (2) If the information in Rule 920(1)(b) is included in a prospectus issued in connection with a listing of an issuer, the issuer may treat a general mandate as having been given. The mandate will be effective until the earlier of the following:—
          (a) The first annual general meeting of the issuer following listing; or
          (b) The first anniversary of the listing date.

      • Part IX Circular Requirements

        • 921

          Except in the case of a general mandate, if shareholder approval is required, the circular to shareholders must include:—

          (1) details of the interested person transacting with the entity at risk, and the nature of that person's interest in the transaction.
          (2) details of the transaction (and all other transactions which are the subject of aggregation pursuant to Rule 906) including relevant terms of the transaction, and the bases on which the terms were arrived at.
          (3) the rationale for, and benefit to, the entity at risk.
          (4)
          (a) an opinion in a separate letter from an independent financial adviser who is acceptable to the Exchange stating whether the transaction (and all other transactions which are the subject of aggregation pursuant to Rule 906):—
          (i) is on normal commercial terms, and
          (ii) is prejudicial to the interests of the issuer and its minority shareholders.
          (b) however, the opinion from an independent financial adviser is not required for the following transactions. Instead, an opinion from the audit committee in the form required in Rule 917(4)(a) must be disclosed:—
          (i) the issue of shares pursuant to Part IV of Chapter 8, or the issue of other securities of a class that is already listed, for cash.
          (ii) purchase or sale of any real property where:—
          •   the consideration for the purchase or sale is in cash;
          •   an independent professional valuation has been obtained for the purpose of the purchase or sale of such property; and
          •   the valuation of such property is disclosed in the circular.
          (5) an opinion from the audit committee, if it takes a different view to the independent financial adviser.
          (6) all other information known to the issuer or any of its directors, that is material to shareholders in deciding whether it is in the interests of the issuer to approve the transaction. Such information includes, from an economic and commercial point of view, the true potential costs and detriments of, or resulting from, the transaction, including opportunity costs, taxation consequences, and benefits forgone by the entity at risk.
          (7) a statement that the interested person will abstain, and has undertaken to ensure that its associates will abstain, from voting on the resolution approving the transaction.
          (8) Where the issuer accepts a profit guarantee or a profit forecast (or any covenant which quantifies the anticipated level of future profits) from the vendor of businesses/assets, the information required in Rules 1013(1) and 1013(2), and a statement confirming that it will comply with Rule 1013(3).

      • Part X Procedures

        • 922

          The Exchange will not comment on any announcement required by the provisions of this Chapter prior to its release.

        • 923

          The Exchange will not entertain any application for waiver of any of the provisions of this Chapter.

    • Chapter 10 Acquisitions and Realisations

      • Part I Scope of Chapter

        • 1001

          This Chapter sets out the rules for transactions by issuers, principally acquisitions and realisations. It does not matter whether the consideration paid or received is cash, shares, other securities, other assets, or any combination of these. This Chapter also describes how transactions are classified, what the requirements are for announcements, and whether a circular and shareholder approval is required.

      • Part II Definitions

        • 1002

          Unless the context otherwise requires:—

          (1) "transaction" refers to the acquisition or disposal of assets by an issuer or a subsidiary that is not listed on the Exchange or an approved Exchange, including an option to acquire or dispose of assets. It excludes an acquisition or disposal which is in, or in connection with, the ordinary course of its business or of a revenue nature.
          (2)"assets" includes securities and business undertaking(s).
          (3)
          (a) "net assets" means total assets less total liabilities.
          (b) "net profits" means profit or loss before income tax, minority interests and extraordinary items.
          (c) the net asset and net profit figures used for comparison with the transaction(s) under consideration will be taken from the latest announced consolidated accounts. The Exchange may allow the issuer's net asset value or net profit to be adjusted to take into account any transaction(s) completed subsequent to the latest announced consolidated accounts provided that adequate information about such transaction(s) has already been announced to shareholders.
          (4) "market value" means the weighted average price of the issuer's shares transacted on the market day preceding the date of the sale and purchase agreement.
          (5) "market capitalisation" of the issuer is determined by multiplying the number of shares in issue by the weighted average price of such shares transacted on the market day preceding the date of the sale and purchase agreement.

      • Part III Basis of Valuation

        • 1003

          In determining the basis of valuation of a transaction, the Exchange will apply the following rules:—

          (1) In any acquisition or disposal of shares, the value will be assessed by reference to:—
          (a) in the case of unlisted shares, the net asset value represented by such shares; and
          (b) in the case of listed shares, the market value represented by such shares.
          (2) In any acquisition or disposal of assets other than shares, the value will be assessed by reference to the book value of the assets or, if a valuation has been carried out for the purpose of the acquisition or disposal, the market value of the assets.
          (3) Where the consideration is in the form of shares, the value of the consideration shall be determined by reference either to the market value of such shares or the net asset value represented by such shares, whichever is higher.

      • Part IV Classification of Transactions

        • 1004

          Transactions are classified into the following categories:—

          (a) Non-discloseable transactions;
          (b) Discloseable transactions;
          (c) Major transactions; and
          (d) Very substantial acquisitions or reverse takeovers.

        • 1005

          In determining whether a transaction falls into category (a), (b), (c) or (d) of Rule 1004, the Exchange may aggregate separate transactions completed within the last 12 months and treat them as if they were one transaction.

        • 1006

          A transaction may fall into category (a), (b), (c) or (d) of Rule 1004 depending on the size of the relative figures computed on the following bases:—

          (a) The net asset value of the assets to be disposed of, compared with the group's net asset value. This basis is not applicable to an acquisition of assets.
          (b) The net profits attributable to the assets acquired or disposed of, compared with the group's net profits.
          (c) The aggregate value of the consideration given or received, compared with the issuer's market capitalisation based on the total number of issued shares excluding treasury shares.
          (d) The number of equity securities issued by the issuer as consideration for an acquisition, compared with the number of equity securities previously in issue.
          (e) The aggregate volume or amount of proved and probable reserves to be disposed of, compared with the aggregate of the group's proved and probable reserves. This basis is applicable to a disposal of mineral, oil or gas assets by a mineral, oil and gas company, but not to an acquisition of such assets.

          Amended on 27 September 2013.

        • 1007

          (1) If any of the relative figures computed pursuant to Rule 1006 is a negative figure, this Chapter may still be applicable to the transaction at the discretion of the Exchange, and issuers should consult the Exchange.
          (2) Where the disposal of an issuer's interest in a subsidiary is undertaken in conjunction with an issue of shares by that subsidiary, the relative figures in Rule 1006 must be computed based on the disposal and the issue of shares.

      • Part V Non-Discloseable Transactions

        • 1008

          (1) Unless Rule 703, 905 or 1009 applies, no announcement of the transaction is required if all of the relative figures computed on the bases set out in Rule 1006 amount to 5% or less.
          (2) However, if the issuer wishes to announce the transaction, the announcement must include:—
          (a) details of the consideration as required in Rule 1010(3); and
          (b) the value of assets acquired or disposed of as required in Rule 1010(5).

        • 1009

          If the consideration is satisfied wholly or partly in securities for which listing is being sought, the issuer must announce the transaction as soon as possible after the terms have been agreed, stating the information set out in Part VI.

      • Part VI Discloseable Transactions

        • 1010

          Where any of the relative figures computed on the bases set out in Rule 1006 exceeds 5% but does not exceed 20%, an issuer must, after terms have been agreed, immediately announce the following:—

          (1) Particulars of the assets acquired or disposed of, including the name of any company or business, where applicable;
          (2) A description of the trade carried on, if any;
          (3) The aggregate value of the consideration, stating the factors taken into account in arriving at it and how it will be satisfied, including the terms of payment;
          (4) Whether there are any material conditions attaching to the transaction including a put, call or other option and details thereof;
          (5) The value (book value, net tangible asset value and the latest available open market value) of the assets being acquired or disposed of, and in respect of the latest available valuation, the value placed on the assets, the party who commissioned the valuation and the basis and date of such valuation;
          (6) In the case of a disposal, the excess or deficit of the proceeds over the book value, and the intended use of the sale proceeds. In the case of an acquisition, the source(s) of funds for the acquisition;
          (7) The net profits attributable to the assets being acquired or disposed of. In the case of a disposal, the amount of any gain or loss on disposal;
          (8) The effect of the transaction on the net tangible assets per share of the issuer for the most recently completed financial year, assuming that the transaction had been effected at the end of that financial year;
          (9) The effect of the transaction on the earnings per share of the issuer for the most recently completed financial year, assuming that the transaction had been effected at the beginning of that financial year;
          (10) The rationale for the transaction including the benefits which are expected to accrue to the issuer as a result of the transaction;
          (11) Whether any director or controlling shareholder has any interest, direct or indirect, in the transaction and the nature of such interests; and
          (12) Details of any service contracts of the directors proposed to be appointed to the issuer in connection with the transaction.
          (13) The relative figures that were computed on the bases set out in Rule 1006.

        • 1011

          Where a sale and purchase agreement is entered into, or a valuation is conducted on the assets to be acquired, the issuer must include a statement in the announcement that a copy of the relevant agreement, or valuation, report is available for inspection during normal business hours at the issuer's registered office for 3 months from the date of the announcement.

        • 1012

          Where the announcement in Rule 1010 contains a profit forecast, which may include any statement which quantifies the anticipated level of future profits, the issuer must announce the following additional information:—

          (a) Details of the principal assumptions including commercial assumptions upon which the forecast is based;
          (b) Confirmation from the issuer's auditors that they have reviewed the bases and assumptions, accounting policies and calculations for the forecast, and setting out their report on the bases, assumptions, policies and calculations;
          (c) A report from the issuer's financial adviser, if one is appointed, confirming that it is satisfied that the forecast has been stated by the directors after due and careful enquiry. If no such adviser has been appointed in connection with the transaction, the issuer must submit a letter from the board of directors confirming that the forecast has been made by them after due and careful enquiry.

        • 1013

          (1) Where an issuer enters into a discloseable transaction, a major transaction, a very substantial acquisition or a reverse takeover and accepts a profit guarantee or a profit forecast (or any covenant which quantifies the anticipated level of future profits) from a vendor of assets/business, the issuer's announcement in Rule 1010 must contain information on the profit guarantee or the profit forecast, including the following:—
          (a) The views of the board of directors of the issuer in accepting the profit guarantee or the profit forecast and the factors taken into consideration and basis for such a view;
          (b) The principal assumptions including commercial bases and assumptions upon which the quantum of the profit guarantee or the profit forecast is based;
          (c) The manner and amount of compensation to be paid by the vendor in the event that the profit guarantee or the profit forecast is not met and the conditions precedent, if any, and the detailed basis for such a compensation; and
          (d) The safeguards put in place (such as the use of a banker's guarantee) to ensure the issuer's right of recourse in the event that the profit guarantee or the profit forecast is not met, if any.
          For the avoidance of doubt, the term "profit guarantee" can only be used for transactions where the vendor will compensate the issuer in cash for any shortfall in the level of profits when it provides a quantifiable anticipated level of future profits.
          (2) With reference to Rule 1013(1), where the transaction is a major transaction, a very substantial acquisition or a reverse takeover, the shareholders' circular must contain the information in Rule 1013(1) and the following:—
          (a) A confirmation from the auditors of the business/assets to be acquired that they have reviewed the bases and assumptions, accounting policies and calculations for the profit guarantee or the profit forecast, and their opinion on the bases, assumptions, policies and calculations; and
          (b) A statement by the financial advisor to the issuer as to whether or not they are of the view that the transaction is on normal commercial terms and is not prejudicial to the interest of the issuer and its shareholders.
          (3)
          (a) Where the profit guarantee or the profit forecast has been met, the issuer should immediately announce this via SGXNET. Where the profit guarantee or the profit forecast has not been met, the issuer should immediately announce via SGXNET the following:—
          (i) The variance between the profit guarantee or the profit forecast and the actual profit, and the reason for the variance;
          (ii) any variation of the rights of the issuer; and
          (iii) the possible course(s) of action by the issuer to protect the interests of the shareholders of the issuer, if any. Notwithstanding this, the issuer must provide timely updates on the specific course of action including its progress and outcome of the action.
          (b) Where there is any material variation or amendment in the terms of an agreement, the issuer must immediately make an announcement of such a variation. Where such a variation prejudices the issuer, the board of directors of the issuer must disclose the basis for the acceptance of such a variation.

      • Part VII Major Transactions

        • 1014

          (1) Where any of the relative figures as computed on the bases set out in Rule 1006 exceeds 20%, the transaction is classified as a major transaction. The issuer must, after terms have been agreed, immediately announce the information required in Rules 1010, 1011, 1012 and 1013, where applicable.
          (2) A major transaction must be made conditional upon approval by shareholders in general meeting. A circular containing the information in Rule 1010 must be sent to all shareholders. This rule does not apply in the case of an acquisition of profitable assets if the only limit breached is Rule 1006(b). If the major transaction relates to an acquisition or disposal of mineral, oil or gas asset of a mineral, oil or gas company, the circular to shareholders must contain (i) a qualified person's report that is prepared by an independent qualified person who meets the requirements in Rule 210(9)(b); and (ii) a statement that no material changes have occurred since the effective date of the qualified person's report.The effective date of the qualified person's report must not be more than 6 months from the date of publishing the circular.In the case of a major acquisition, the circular to shareholders must contain a valuation report prepared by an independent qualified person in accordance with the VALMIN Code, SPE-PRMS or an equivalent standard that is acceptable to the Exchange. The effective date of the valuation report must not be more than 6 months from the date of publishing the circular and the contents of the qualified person's report must comply with the requirements as set out in paragraph 5 of Practice Note 6.3. The valuation report may form part of the qualified person's report. In ascertaining whether or not the issuer is required to seek shareholders' approval for the transaction, the issuer should refer to the general principles set out in Practice Note 10.1. Where the issuer is unclear, the issuer should consult and clarify with the Exchange as soon as possible.
          (3) In the case of REITs and property trusts, a disposal of properties is considered to be in its ordinary course of business, provided that the relative figures as computed on the bases set out in Rule 1006 do not exceed 50% based on the aggregate value of all disposals in the last twelve months. In the event any of the relative figures calculated under Rule 1006 on an aggregated basis is 50% or more, the REIT/property trust must seek unitholders' approval under Rule 1014.

          Notwithstanding that the disposal of property may be considered to be in the ordinary course of business, the REIT/property trust will have to comply with Rule 1010.
          (4) Where a major transaction is not completed or is rescinded by any party to the transaction due to any reason, the issuer must immediately announce via SGXNET the following:
          (a) the reasons for the non-completion or rescission of the transaction;
          (b) the financial impact of the non-completion or rescission on the issuer; and
          (c) the possible course(s) of action to protect the interests of the shareholders of the issuer. Notwithstanding this, the issuer must provide timely updates on the specific course of action including its progress and outcome.

          Amended on 27 September 2013.

      • Part VIII Very Substantial Acquisitions or Reverse Takeovers

        • 1015

          (1)
          (a) Where an acquisition of assets (whether or not the acquisition is deemed in the issuer's ordinary course of business) is one where any of the relative figures as computed on the bases set out in Rule 1006 is 100% or more, or is one which will result in a change in control of the issuer, the transaction is classified as a very substantial acquisition or reverse takeover respectively. The issuer must, after terms have been agreed, immediately announce the following :—
          (i) the information required in Rules 1010, 1011, 1012 and 1013, where applicable; and
          (ii) the latest three years of proforma financial information of the assets to be acquired.
          (b) The acquisition must be made conditional upon the approval of shareholders and the approval of the Exchange.
          (2) For very substantial acquisition, the target business to be acquired must be profitable and meets the requirement in Rule 210(4)(a), and the enlarged group must comply with the requirements in Rule 210(5) and (6). The issuer must appoint a competent and independent valuer to value the target business. The Exchange may approve the very substantial acquisition unconditionally or subject to condition(s), or may reject, as it thinks appropriate.
          (3) For reverse takeover, the incoming business and the enlarged group must comply with the following requirements:—
          (a) The requirements in Rule 210(1), (2)(a) or (b) or (c), (3), (4), (5), (6), (7), Part VIII of Chapter 2 and, if applicable, Rule 222. For a life science company, the requirements in Rule 210(8). For a mineral, oil and gas company, the requirements in Rule 210(9). The issuer must appoint a competent and independent valuer to value the incoming business. For the avoidance of doubt, any profit guarantee granted by the vendors will not be taken into consideration for the purpose of compliance with Rule 210(2);
          (b) The reference to "invitation shares" in Rule 210(1)(a) means the minimum prescribed public float based on the total number of issued shares excluding treasury shares of the enlarged group, being 25% for SGX Mainboard issuers.
          (c) The requirements specified in Rules 227, 228 and 229 are applicable to:—
          (i) persons who are existing controlling shareholders or who will become controlling shareholders of the issuer as a result of the asset acquisition; and
          (ii) associates of any person in (i).
          This is also applicable to very substantial acquisition.
          (d) Where the consideration for the acquisition of assets by the issuer is to be satisfied by the issue of shares, the price per share of the issuer after adjusting for any share consolidation must not be lower than S$0.50.
          (4) The issuer must submit the following:—
          (a) A compliance checklist for Rule 210 or Rule 222, whichever is applicable;
          (b) A compliance checklist for the information required in Rule 1015(5); and
          (c) Declaration by each director, controlling shareholder, and executive officer of the acquired company(ies), including officers occupying a managerial position and above who is a relative of any director or controlling shareholder in the form set out in paragraph 8, Part VII of the Fifth Schedule, Securities and Futures (Offers of Investments)(Shares and Debentures) Regulations 2005, as amended from time to time. For very substantial acquisition, declaration by each new director, controlling shareholder, and executive officer must be submitted.
          (5) In relation to the assets to be acquired, the shareholders' circular must contain the following:—
          (a) Information required by Rule 1010, 1011, 1012, 1013 and Part II of Chapter 6 of the Listing Manual, where applicable;
          (b) An accountants' report on the assets to be acquired and the enlarged group. Rule 609 applies to the accountant's report;
          (c) A statement by the directors in the form set out in Rule 610(3); and
          (d) A statement by the financial adviser(s) in the form set out in paragraph 3(d) of Appendix 8.2.
          (6) The Exchange may suspend the securities of the issuer until:—
          (a) the information required in Rule 1010 has been announced (unless the only information missing is insignificant); and
          (b) the issuer has satisfied the Exchange that it meets the admission requirements set out in Rule 1015(3)(a) and (b).
          (7) Rule 1015 does not apply in the case of an acquisition of profitable asset(s) if the only limit breached is Rule 1006(b).
          (8) Rule 113(2) applies to an issuer which is the subject of a reverse takeover, with the necessary adaptations.
          (9) Where a very substantial acquisition or reverse takeover is not completed or is rescinded by any party to the transaction due to any reason, the issuer must immediately announce via SGXNET the following:
          (a) the reasons for the non-completion or rescission of the transaction;
          (b) the financial impact of the non-completion or recission on the issuer; and
          (c) the possible course(s) of action to protect the interests of the shareholders of the issuer. Notwithstanding this, the issuer must provide timely updates on the specific course of action including its progress and outcome.

          Amended on 29 September 2011, 10 August 2012 and 27 September 2013.

        • 1016

          Where the assets being acquired are listed on the Exchange, Rule 1015(3)(a) is not applicable.

          Amended on 10 August 2012.

        • 1017

          The Exchange normally applies the same criteria for assessment of IPO to reverse takeovers and may modify any requirement in this Chapter or impose additional requirements if it considers it appropriate, taking into account the rationale for the acquisition, the nature of the issuer's business and its track record.

          Amended on 10 August 2012.

        • 1018 Cash Companies

          (1) If the assets of an issuer consist wholly or substantially of cash or short-dated securities, its securities will normally be suspended. The suspension will remain in force until the issuer has a business which is able to satisfy the Exchange's requirements for a new listing, and all relevant information has been announced. Upon completion of the disposal of its operations and/or assets, the issuer must:—
          (a) Place 90% of its cash and short-dated securities (including existing cash balance and the consideration arising from the disposal(s) undertaken by the issuer) in an account opened with and operated by an escrow agent which is part of any financial institution licensed and approved by the Monetary Authority of Singapore. The amount that is placed in the escrow account cannot be drawn down until the completion of the acquisition of a business which is able to satisfy the Exchange's requirements for a new listing, except for payment of expenses incurred in a reverse takeover approved by shareholders and pro-rata distributions to shareholders; and
          (b) Provide monthly valuation of its assets and utilization of cash, and quarterly updates of milestones in obtaining a new business to the market via SGXNET.
          Taking the above compliance into account, the Exchange may allow continued trading in a cash company's securities on a case-by-case basis, subject to:—
          (c) Contractual undertakings from the issuer's directors, controlling shareholders, chief executive officer and their associates to observe a moratorium on the transfer or disposal of all their interests, direct and indirect, in the securities of the issuer; and
          (d) The period of the moratorium must commence from the date shareholders approve the disposal of business, up to and including the completion date of the acquisition of a business which is able to satisfy the Exchange's requirements for a new listing.
          (2) The Exchange will proceed to remove an issuer from the Official List if it is unable to meet the requirements for a new listing within 12 months from the time it becomes a cash company. The issuer may apply to the Exchange for a maximum 6-month extension to the 12-month period if it has already signed a definitive agreement for the acquisition of a new business, of which the acquisition must be completed in the 6-month extension period. The extension is subject to the issuer providing information to investors on its progress in meeting key milestones in the transaction. In the event the issuer is unable to meet its milestones or complete the relevant acquisition despite the time extension granted, no further extension will be granted and the issuer will be removed from the Official List and a cash exit offer in accordance with Rule 1309 should be made to the issuers' shareholders within 6 months.

          Amended on 7 October 2015.

      • Part IX Options to Acquire or Dispose of Assets

        • 1019

          The following rules apply to options to acquire or dispose of assets:—

          (1) If the option is not exercisable at the discretion of the issuer, shareholder approval must be obtained at the time of grant of the option.
          (2) If the option is exercisable at the discretion of the issuer and the exercise terms are fixed at the time of grant, shareholder approval must be obtained at the time of grant of the option.
          (3) If the option is exercisable at the discretion of the issuer and the exercise terms are not fixed, but are based on factors existing at the time of exercise, the issuer must obtain shareholder approval at the time of exercise of the option. At the time of acquisition or grant of the option, the issuer must make an appropriate announcement.

      • Part X Undertaking Business in Investment Fund Management

        • 1020

          Where an issuer, which had originally qualified for a listing of its equity securities under Chapter 2, intends to set up an investment fund or undertake any business(es) in investment fund management, which in aggregate, exceeds 50% of the issuer's net asset value, the issuer must demonstrate to the Exchange that it satisfies the listing requirements for investment funds stipulated in Chapter 4 before it takes any steps to undertake such a business, whether through a transaction or a series of transactions.

    • Chapter 11 Takeovers

      • Part I Scope of Chapter

        • 1101

          This Chapter sets out the requirements which apply to takeovers. Other requirements can be found in the Takeover Code for Singapore companies.

      • Part II General

        • 1102

          Where an issuer receives a notice from an offeror of its intention to make a takeover offer, it must request suspension of trading in its listed securities and make an immediate announcement.

        • 1103

          An offeree company must send to all holders of shares that are not the subject of the takeover offer and holders of convertible securities, a copy of all documents sent to the holders of shares which are the subject of the takeover offer.

        • 1104

          If, in the opinion of the Exchange, an issuer has merged or amalgamated with an unlisted entity, and as a result the unlisted entity has acquired control of the issuer, the issuer must immediately lodge with the Exchange all information and documents required from any company seeking admission to the Official List.

        • 1105

          Where a takeover offer is made for the securities of an issuer, upon the announcement by the offeror that acceptances have been received that bring the holdings owned by it and parties acting in concert with it to above 90% of the total number of issued shares excluding treasury shares, the Exchange may suspend the trading of such securities in the Ready and Unit Share markets until it is satisfied that at least 10% of the total number of issued shares excluding treasury shares are held by at least 500 shareholders who are members of the public.

        • 1106 [Rule has been deleted.]

          Deleted on 29 September 2011.

        • 1107 [Rule has been deleted.]

          Deleted on 29 September 2011.

    • Chapter 12 Circulars, Annual Reports and Electronic Communications

      • Part I Scope of Chapter

        • 1201

          This Chapter sets out the requirements that apply to circulars and annual reports issued to the holders of listed securities.

      • Part II Circulars

        • 1202

          Where an issuer proposes to issue a circular to its shareholders in relation to an issue of securities or in relation to a transaction, the issuer must submit one draft copy of the circular to the Exchange for review.

        • 1203

          An issuer must submit to the Exchange for review, one draft copy of a notice of meeting if it contains a resolution relating to:—

          (1) the participation of, or grant of options to, controlling shareholders and their associates pursuant to a share option scheme;
          (2) the renewal of a share buy-back mandate; or
          (3) the proposed amendment of the issuer's Memorandum or Articles of Association or other constituent documents.
          (4) the renewal of a general mandate from shareholders pursuant to Rule 920, unless there is no change from the previous proposal.
          (5) the proposed change of auditors. The notice should incorporate:—
          (a) Confirmation from the outgoing auditors whether or not they are aware of any professional reasons why the new auditors should not accept appointment as auditors of the issuer. If so, to provide details;
          (b) Confirmation from the issuer whether or not there were disagreements with the outgoing auditors on accounting treatments within the last 12 months. If so, to provide details;
          (c) Confirmation from the issuer whether or not it is aware of any circumstances connected with the change of auditors that should be brought to the attention of the shareholders of the issuer; and
          (d) Specific reasons for the change of auditors, including but not limited to, whether the outgoing auditors resigned, declined to stand for election or were dismissed.
          (e) Confirmation from the issuer that it complies with Rule 712, and Rule 715 or 716 in relation to the appointment of the new auditing firm

          Amended on 29 September 2011.

        • 1204

          No circular or notice of meeting to be submitted to the Exchange for its review may be circulated or made available publicly until the Exchange advises that it has no objection to the issuance of the circular or notice of meeting. The Exchange will normally complete the review within 4 weeks from the date of submission. However, the time taken may be longer depending on the circumstances.

        • 1205

          Each of the directors or vendors of an issuer is required to accept responsibility for the accuracy of the information in a circular sent to shareholders and a statement to that effect, as set out in Practice Note 12.1, must be incorporated in the circular.

          Amended on 29 September 2011.

        • 1206

          Any circular sent by an issuer to its shareholders must:—

          (1) contain all information necessary to allow shareholders to make a properly informed decision or, if no decision is required, to be properly informed;
          (2) advise shareholders that if they are in any doubt as to any action they should take, they should consult independent advisers;
          (3) state that the Exchange takes no responsibility for the accuracy of any statements or opinions made or reports contained in the circular;
          (4) comply with specific circular requirements in the Listing Manual;

          For example:—

          Corporate Action Rules requiring specific information to be disclosed in the circulars to shareholders
          (a) Rights Issues Appendix 8.2
          (b) Capitalisation Issues and Subdivision of shares Rule 839
          (c) Issue of Warrants and Other Convertible Securities Rule 832
          (d) Employee Share Option Schemes Rules 855, 856, 857, 858 and 861
          (e) Share Buy-Backs Rule 883
          (f) Scrip Dividends Rule 862(1)
          (g) Interested Person Transactions Rules 920(1)(b) and 921
          (h) Acquisitions and Realisations Rule 1014
          (i) Very Substantial Acquisitions or Reverse Takeovers Rule 1015(5)
          (5) include an appropriate statement if a person is required to abstain from voting on a proposal at a general meeting by a listing rule or pursuant to any court order. Such statement must set out that the issuer will disregard any votes cast on a resolution by the person required to abstain from voting by the listing rule or pursuant to a court order where such court order is served on the issuer; and
          (6) name the financial adviser appointed (if any) in the circular, and where required by SGX, include a responsibility statement from the financial adviser in respect of such information contained in the circular as required by SGX, as set out in Practice Note 12.1.

          Amended on 29 September 2011 and 31 March 2017.

      • Part III Annual Reports

        • 1207

          The annual report must contain enough information for a proper understanding of the performance and financial conditions of the issuer and its principal subsidiaries, including at least the following:—

          General Information

          (1) The name of the company's secretary.
          (2) The address, telephone number, facsimile number and electronic mail address (if any) of the registered office.
          (3) The address of each office at which a register of securities is kept.
          (4)
          (a) A review, in as much detail as appropriate, of the operating and financial performance of the issuer and its principal subsidiaries in the last financial year.
          (b) The review must include each of the following:—
          (i) Any development subsequent to the release of the issuer's preliminary financial statement, which would materially affect the issuer's operating and financial performance;
          (ii) An analysis of the business outlook;
          (iii) Prospectus-type information relating to the background of directors and key management staff; and
          (iv) Prospectus-type information relating to risk management policies and processes.
          (c) Issuers are encouraged (but not required) to follow the OFR Guide when preparing their reviews.
          (5)
          (a) The annual audited accounts (consolidated);
          (b) The audited balance sheet (unconsolidated) of the issuer;
          (c) The cashflow statement (consolidated);
          (d) A statement whether or not the financial statements are prepared in accordance with the prescribed accounting standards; and
          (e) Disclosure of the nature and financial effect of, and justification for any deviation from prescribed accounting standards, together with the auditors' confirmation of their agreement to the deviation and a statement by the auditors that the deviation is necessary to present "true and fair" financial statements.
          (6)
          (a) The aggregate amount of fees paid to auditors, broken down into audit and non-audit services. If there are no audit or non-audit fees paid, to make an appropriate negative statement.
          (b) Confirmation by the audit committee that it has undertaken a review of all non-audit services provided by the auditors and they would not, in the audit committee's opinion, affect the independence of the auditors.
          (c) A statement that the issuer complies with Rules 712, and Rule 715 or 716 in relation to its auditing firms.
          (7) A statement (as at the 21st day after the end of the financial year) showing the direct and deemed interests of each director of the issuer in the issuer's shares and convertible securities.
          (8) Particulars of material contracts of the issuer and its subsidiaries involving the interests of the chief executive officer, each director or controlling shareholder, either still subsisting at the end of the financial year or if not then subsisting, entered into since the end of the previous financial year. In the case of a loan, also state:—
          (a) the names of the lender and the borrower;
          (b) the relationship between the lender and the borrower and whether the director or controlling shareholder is the lender or borrower;
          (c) the amount of the loan;
          (d) the interest rate;
          (e) the terms as to payment of interest and repayment of principal; and
          (f) the security provided.
          If no material contract has been entered into, make an appropriate negative statement.
          (9) A statement (made up to a date not more than 1 month before the date of the notice of the annual general meeting or summary financial statement, whichever is earlier) indicating the date of such statement and setting out:—
          (a) the number of holders of each class of equity securities and the voting rights attaching to each class;
          (b) a distribution schedule of each class of equity securities (including convertible securities) other than share options referred to in Rule 1207(15), setting out the number of holders in the following categories:—

          1–99

          100–1,000

          1,001–10,000

          10,001–1,000,000

          1,000,0001 and above
          (c) the names of the substantial shareholders and a breakdown of their direct and deemed interests as shown in the company's Register of Substantial Shareholders. For deemed interests, the issuer must disclose how such interests are held or derived;
          (d) for each class of equity securities, the names of the 20 largest holders and the number held;
          (e) the percentage of shareholding held in the hands of public and confirmation that Rule 723 is complied with.
          (f) the number of treasury shares held;
          (g) the number of subsidiary holdings held; and
          (h) the percentage of the aggregate number of treasury shares and subsidiary holdings held against the total number of shares outstanding in a class that is listed.
          (10) Opinion of the board with the concurrence of the audit committee on the adequacy of the internal controls, addressing financial, operational and compliance risks.

          Land and Buildings

          (11) In respect of land and buildings, a breakdown of the value in terms of freehold and leasehold. Where properties have been revalued, to state the portion of the aggregate value of land and buildings that is based on valuation, and to state the valuation date. Where the aggregate value for all properties for development, sale or for investment purposes held by the group represent more than 15% of the value of the consolidated net tangible assets, or contribute more than 15% of the consolidated pre-tax operating profit, the issuer must disclose the following information as a note to the accounts:—
          (a) In the case of property held for development and/or sale:—
          (i) a brief description and the location of the property;
          (ii) if in the course of construction, the stage of completion as at the date of the annual report and the expected completion date;
          (iii) the existing use (e.g. shops, offices, factories, residential, etc);
          (iv) the site and gross floor area of the property; and
          (v) the percentage interest in the property.
          (b) In the case of property held for investment:—
          (i) a brief description and the location of the property;
          (ii) the existing use (e.g. shops, offices, factories, residential, etc); and
          (iii) whether the property is leasehold or freehold. If leasehold, state the unexpired term of the lease.
          Provided that if, in the opinion of the directors of the issuer, the number of such properties is such that compliance with this rule would result in particulars of excessive length being given, compliance is required only for properties, which in the opinion of the directors, are material.

          Directors' and Key Executives' Remuneration

          (12) The issuer should make disclosure as recommended in the Code of Corporate Governance, or otherwise disclose and explain any deviation from the recommendation.
          (13) The remuneration must include all forms of remuneration from the issuer and any of its subsidiaries. In deciding whether an item or benefit is to be included in the remuneration, regard shall be given to the taxability of that item.
          (14) The value of an item or benefit must be disclosed as the original cost or value of the amount or benefit, and not the taxable value to the recipient.
          (15) If a person served in the capacity of a director or key executive for any part of a financial period, disclosure is required of the person's actual remuneration for the period that the person had served as a director or key executive.

          Employee Share Option Scheme

          (16) The information required by Rule 852 in respect of any employee share option (or share incentive) scheme.

          Interested Person Transactions

          (17) The information required by Rule 907 in respect of any interested person transactions entered into during the financial year.
          (18) The information required by Rule 710.

          Dealings in Securities

          (19) A statement whether and how the issuer has complied with the following best practices on dealings in securities:—
          (a) A listed issuer should devise and adopt its own internal compliance code to provide guidance to its officers with regard to dealing by the listed issuer and its officer in its securities;
          (b) An officer should not deal in his company's securities on short-term considerations; and
          (c) A listed issuer and its officers should not deal in the listed issuer's securities during the period commencing two weeks before the announcement of the company financial statements for each of the first three quarters of its financial year and one month before the announcement of the company's full year financial statements (if required to announce quarterly financial statements), or one month before the announcement of the company's half year and full year financial statements (if not required to announce quarterly financial statements).

          Use of Proceeds

          (20) If applicable, a status report on the use of IPO proceeds and any proceeds arising from any offerings pursuant to Chapter 8 and whether the use of proceeds is in accordance with the stated use and is in accordance with the percentage allocated in the prospectus 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.

          Mineral, Oil and Gas Activities

          (21) In the case of mineral, oil and gas companies:
          (a) a qualified person's report, dated no earlier than the end of the issuer's financial year, in accordance with the requirements as set out in paragraph 5 of Practice Note 6.3;
          (b) details of exploration (including geophysical surveys), development and/or production activities undertaken by the issuer and a summary of the expenditure incurred on those activities for the year. If there has been no exploration, development and/or production activity respectively, that fact must be stated; and
          (c) a summary of reserves and resources as at the end of the issuer's financial year as set out in Appendix 7.5 supported by a qualified person's report.
          (d) [Deleted]

          Amended on 29 September 2011, 27 September 2013, 19 January 2015, 20 July 2016 and 31 March 2017.

      • Part IV Electronic Communications

        • 1208

          An issuer may send documents, including notices, circulars and annual reports, using electronic communications to a shareholder, if there is express consent from that shareholder.

          Added on 31 March 2017.

        • 1209

          An issuer may send documents, including circulars and annual reports, using electronic communications to a shareholder, if:

          (1) there is deemed consent from that shareholder, on the basis that:
          (a) the Articles of Association or other constituent document of the issuer:
          (i) provides for the use of electronic communications;
          (ii) specifies the manner in which electronic communications is to be used; and
          (iii) specifies that the shareholder will be given an opportunity to elect within a specified period of time, whether to receive such document by way of electronic communications or as a physical copy; and
          (b) the issuer has separately notified the shareholder directly in writing on at least one occasion of the following:
          (i) that the shareholder has a right to elect, within a time specified in the notice from the issuer, whether to receive documents in either electronic or physical copies;
          (ii) that if the shareholder does not make an election, documents will be sent to the shareholder by way of electronic communications;
          (iii) the manner in which electronic communications will be used is the manner specified in the Articles of Association or other constituent document of the issuer;
          (iv) that the election is a standing election, but that the shareholder may make a fresh election at any time; and
          (v) until the shareholder makes a fresh election, the election that is conveyed to the issuer last in time prevails over all previous elections as the shareholder's valid and subsisting election in relation to all documents to be sent; or
          (2) there is implied consent from that shareholder, on the basis that the Articles of Association or other constituent document of the issuer:
          (a) provides for the use of electronic communications;
          (b) specifies the manner in which electronic communications is to be used; and
          (c) provides that the shareholder shall agree to receive such document by way of such electronic communications and shall not have a right to elect to receive a physical copy of such document.

          Added on 31 March 2017.

        • 1209A

          Rules 1210-1212 apply if the issuer sends documents using electronic communications under Rule 1209.

          Added on 31 March 2017.

        • 1210

          Notwithstanding Rule 1209, an issuer shall send the following documents to shareholders by way of physical copies:

          (1) forms or acceptance letters that shareholders may be required to complete;
          (2) notice of meetings, excluding circulars or letters referred in that notice;
          (3) notices and documents relating to takeover offers and rights issues; and
          (4) notices under Rules 1211 and 1212.

          Added on 31 March 2017.

        • 1211

          When an issuer uses electronic communications to send a document to a shareholder, the issuer shall inform the shareholder as soon as practicable of how to request a physical copy of that document from the issuer. The issuer shall provide a physical copy of that document upon such request.

          Added on 31 March 2017.

        • 1212

          If the issuer uses website publication as the form of electronic communications, the issuer shall separately provide a physical notification to shareholders notifying of the following:

          (1) the publication of the document on the website;
          (2) if the document is not available on the website on the date of notification, the date on which it will be available;
          (3) the address of the website;
          (4) the place on the website where the document may be accessed; and
          (5) how to access the document.

          Added on 31 March 2017.

    • Chapter 13 Trading Halt, Suspension and Delisting

      • Part I Scope of Chapter

        • 1301

          This Chapter sets out:—

          (1) the requirements relating to trading halt, voluntary suspension and withdrawal by the issuer from the Exchange's Official List; and
          (2) the powers of the Exchange with regard to trading halt, suspension and delisting of an issuer by the Exchange.

      • Part II Trading Halt and Voluntary Suspension

        • 1302

          (1) The Exchange may at any time grant a trading halt to enable the issuer to disclose material information or suspend trading of the listed securities of an issuer at the request of the issuer. The Exchange is not required to act on the request.
          (2) The trading halt cannot exceed 3 market days or such short extension as the Exchange agrees.
          (3) A trading halt may be changed to a suspension by the Exchange at any time.

      • Part III Suspension of Trading

        • 1303

          The Exchange may at any time suspend trading of the listed securities of an issuer in any of the following circumstances:—

          (1) If the percentage of an issuer's total number of issued shares excluding treasury shares held in public hands falls below 10%, as provided in Rule 723. In a take-over situation, where the Offeror succeeds in garnering acceptances exceeding 90% of the issuer's total number of issued shares excluding treasury shares, thus causing the percentage of an issuer's total number of issued shares excluding treasury shares held in public hands to fall below 10%, the Exchange will suspend trading of the listed securities of the issuer only at the close of the take-over offer;
          (2) Where there is a change in the issuer's assets that produces a situation where its assets consist wholly or substantially of cash or short-dated securities, as provided in Rule 1018;
          (3) Where the issuer is unable to continue as a going concern or unable to demonstrate to the Exchange and its shareholders that it is able to do so, including the following circumstances:
          (a) when an application is filed with a court to place the issuer (or significant subsidiary) under judicial management; or
          (b) when an application is filed with a court for the liquidation of the issuer (or significant subsidiary) and the amount of the debt alleged is significant; or
          (c) when the issuer is unable to reasonably assess its financial position and inform the market accordingly.
          (4) Where the issuer is unable or unwilling to comply with, or contravenes, a listing rule;
          (5) Where, in the opinion of the Exchange, it is necessary or expedient in the interest of maintaining a fair, orderly and transparent market;
          (6) Where, in the opinion of the Exchange, it is appropriate to do so; or
          (7) Where the Exchange releases an announcement in relation to the issuer which, in the opinion of the Exchange, is market sensitive.

        • 1304

          If an issuer is suspended under Rule 1303(3), it must:—

          (1) submit a proposal (or proposals) to the Exchange with a view to resuming trading in its securities ("resumption proposals") within 12 months of the date of suspension. If no resumption proposals are received to enable trading to resume within 12 months of the date of suspension, the Exchange may remove the issuer from the Official List; and
          (2) implement the resumption proposals within 6 months from the date the Exchange indicates that it has no objection to the resumption proposals. If the resumption proposals have not been implemented within the 6 months, the Exchange may remove the issuer from the Official List. The issuer is expected to provide monthly valuation of its assets and utilisation of cash and updates of milestones in completing the relevant transactions to the market via SGXNET.

      • Part IV Delisting

        • 1305

          The Exchange may remove an issuer from its Official List (without the agreement of the issuer) if:—

          (1) the issuer is unable or unwilling to comply with, or contravenes, a listing rule;
          (2) in the opinion of the Exchange, it is necessary or expedient in the interest of maintaining a fair, orderly and transparent market;
          (3) in the opinion of the Exchange, it is appropriate to do so; or
          (4) the issuer has no listed securities.

        • 1306

          If the Exchange exercises its power to remove an issuer from the Official List, the issuer or its controlling shareholder(s) must comply with the requirements of Rule 1309. For purposes of Rule 1309, a reasonable exit offer may include a voluntary liquidation of the issuer's assets and distribution of cash back to shareholders.

        • 1307

          The Exchange may agree to an application by an issuer to delist from the Exchange if:—

          (1) the issuer convenes a general meeting to obtain shareholder approval for the delisting;
          (2) the resolution to delist the issuer has been approved by a majority of at least 75% of the total number of issued shares excluding treasury shares and subsidiary holdings held by the shareholders present and voting, on a poll, either in person or by proxy at the meeting (the issuer's directors and controlling shareholder need not abstain from voting on the resolution); and
          (3) the resolution has not been voted against by 10% or more of the total number of issued shares excluding treasury shares and subsidiary holdings held by the shareholders present and voting, on a poll, either in person or by proxy at the meeting.

          Amended on 31 March 2017.

        • 1308

          Rules 1307(1), (2) and (3) do not apply to a delisting pursuant to a voluntary liquidation or a scheme of arrangement

        • 1309

          If an issuer is seeking to delist from the Exchange:—

          (1) a reasonable exit alternative, which should normally be in cash, should be offered to (a) the issuer's shareholders and (b) holders of any other classes of listed securities to be delisted.
          (2) the issuer should normally appoint an independent financial adviser to advise on the exit offer.

      • Part V Watch-List

        • 1310

          This Part applies to issuers listed on the SGX Mainboard, except for investment funds (whether constituted as collective investment schemes or otherwise), global depository receipts, debt securities, exchange traded funds, structured warrants, companies with secondary listings on the Exchange, and issuers listed or have completed a reverse take-over for less than 6 months.

          Amended on 1 March 2016.

        • 1311

          The Exchange will place an issuer on the watch-list, under either of the following:—

          (1) Financial Entry Criteria

          Records pre-tax losses for the three (3) most recently completed consecutive financial years (based on audited full year consolidated accounts); and an average daily market capitalisation of less than S$40 million over the last 6 months.
          (2) Minimum Trading Price (“MTP”) Entry Criteria

          Records a volume-weighted average price of less than S$0.20 and an average daily market capitalisation of less than S$40 million over the last 6 months. Reference is made to Paragraph 2.4 of Practice Note 13.2 for the calculation methodology.

          For the purpose of this rule, real estate investment trusts and business trusts are subject to the MTP Entry Criteria but not the Financial Entry Criteria.

          Amended on 1 March 2016 and 2 December 2016.

        • 1312

          Upon recording a pre-tax loss for the third consecutive financial year (based on audited full year consolidated accounts), an issuer must immediately announce the fact through the SGXNet. The announcement must provide the information as set out in Appendix 13.1.

          Amended on 1 March 2016.

        • 1313

          If an issuer is placed on the watch-list, it must:—

          (1) immediately announce the fact through the SGXNet; and
          (2) for the period in which it remains on the watch-list, provide the market with a quarterly update on its efforts and the progress made in meeting the exit criteria of the watch-list, including where applicable its financial situation, its future direction, or other material development that may have a significant impact on its financial position. If any material development occurs between the quarterly updates, it must be announced immediately.

          Amended on 1 March 2016.

        • 1314

          An issuer on the watch-list may be removed from the watch-list if it satisfies the following requirements, where applicable:—

          (1) Financial Exit Criteria

          The issuer records consolidated pre-tax profit for the most recently completed financial year (based on the latest full year consolidated audited accounts) and has an average daily market capitalisation of S$40 million or more over the last 6 months.
          (2) MTP Exit Criteria

          The issuer records a volume-weighted average price of at least S$0.20 and an average daily market capitalisation of S$40 million or more over the last 6 months.

          Amended on 10 August 2012, 1 March 2016 and 2 December 2016.

        • 1315

          An issuer must take active steps to meet the requirements of Rule 1314. If the issuer fails to comply with Rule 1314 within 36 months of the date on which it was placed on the watch-list, the Exchange may either remove the issuer from the Official List, or suspend trading of the listed securities of the issuer (without the agreement of the issuer) with a view to removing the issuer from the Official List.

          Amended on 1 March 2016.

        • 1316

          While the issuer remains on the watch-list, trading in its securities will continue, unless a trading halt or a suspension is, or has been previously effected.

    • Chapter 14 Disciplinary and Appeals Procedures, and Enforcement Powers of the Exchange

      • Part I Scope of Chapter

        • 1401

          (1) This Chapter sets out:
          (a) the purpose of the Disciplinary Committee and Appeals Committee;
          (b) the administrative and enforcement powers of the Exchange;
          (c) the process for disciplinary proceedings and appeals proceedings; and
          (d) the powers of the Disciplinary Committee and Appeals Committee.
          (2) For the purposes of this Chapter, the following terms, unless the context requires otherwise, have the following meanings:
          Term Meaning
          "Relevant Person" means an issuer, its directors, executive officers, and issue managers.
          "Relevant Rule" means the relevant provision(s) in the Exchange's listing rules.

          Added on 7 October 2015.

        • 1402

          For the purposes of this Chapter, a Relevant Person is deemed to have contravened a Relevant Rule when a Relevant Person has:

          (1) committed an act in breach of a Relevant Rule;
          (2) omitted to do an act which resulted in a breach of a Relevant Rule;
          (3) failed to comply with a requirement imposed by the Exchange;
          (4) failed to comply with a requirement imposed or an order issued by the Disciplinary Committee or Appeals Committee;
          (5) caused another Relevant Person to commit an act in breach of a Relevant Rule;
          (6) caused another Relevant Person to omit to do an act which resulted in a breach of a Relevant Rule;
          (7) caused another Relevant Person to fail to comply with a requirement imposed by the Exchange; or
          (8) caused another Relevant Person to fail to comply with a requirement imposed or order issued by the Disciplinary Committee or the Appeals Committee.

          Added on 7 October 2015.

      • Part II Types of Committees

        • Disciplinary Committee

          • 1403

            (1) The Disciplinary Committee shall, as a tribunal of first instance, hear and determine charges brought by the Exchange against a Relevant Person for contravention of any Relevant Rule.
            (2) The Disciplinary Committee shall comprise persons appointed by the Board in consultation with the Authority, and shall not have a member who is, or who within 3 years of the proposed appointment date was, a director, officer or employee of:
            (a) SGX; or
            (b) a related corporation of SGX.
            (3) The Disciplinary Committee shall hear and determine charges by convening a Disciplinary Committee hearing, subject to the following conditions:
            (a) a Disciplinary Committee hearing shall have an initial quorum of 5 members, including the chairman or deputy chairman of the Disciplinary Committee, but may be concluded with a quorum of 3 members; and
            (b) the quorum of a Disciplinary Committee hearing shall comprise at least 1 member with legal experience and the remaining members with any of the following experience:
            (i) corporate finance experience;
            (ii) directorship experience in an issuer listed on the Exchange; and
            (iii) accounting experience.
            (4) The Disciplinary Committee may hear and determine charges against a Relevant Person even if the Relevant Person is no longer a Relevant Person at the time of the Disciplinary Committee hearing, so long as the Relevant Person was a Relevant Person at the time of the alleged contravention.
            (5) Charges brought before the Disciplinary Committee shall be decided by a simple majority of votes by its members. In the case of an equality of votes, the chairman of the hearing shall be entitled to a casting vote.
            (6) The chairman of the Disciplinary Committee has the following powers:
            (a) the fixing of the date of the hearing;
            (b) fixing the timelines for filing of documents for the hearing;
            (c) determining if obtaining legal advice is necessary;
            (d) determining if confidential information related to the proceedings may be disclosed to a third party;
            (e) establishing procedures for the hearing which are not contrary to the Exchange's listing rules;
            (f) determining if the composition of the Disciplinary Committee may be varied after the hearing has commenced; and
            (g) determining all administrative and procedural matters relating to a hearing.
            (7) In the absence of the chairman of the Disciplinary Committee, the deputy chairman of the Disciplinary Committee shall have all the powers of the chairman of the Disciplinary Committee.
            (8) The Disciplinary Committee shall be supported by a secretariat which reports to the chairman of the Disciplinary Committee.
            (9) The chairman of the Disciplinary Committee may delegate any of his powers or duties under Rules 1403(6), 1415(1), 1415(2), 1415(6) and 1416(1) to any member of the Disciplinary Committee or the Disciplinary Committee secretariat.
            (10) References to the chairman of the Disciplinary Committee in Rules 1403(6), 1415(1), 1415(2), 1415(6) and 1416(1) shall refer to the deputy chairman, the member or secretariat who has been delegated the relevant powers of the chairman.

            Added on 7 October 2015.

        • Appeals Committee

          • 1404

            (1) The Appeals Committee shall hear and decide appeals arising from:
            (a) decisions of the Disciplinary Committee; and
            (b) decisions of the Exchange relating to any of the following matters:
            (i) rejection of an application for the extension of time to allow an issuer to restore its percentage of securities in public hands to at least 10% under Rule 724;
            (ii) rejection of a proposal by a cash company to meet requirements for a new listing under Rule 1018;
            (iii) rejection of an application for extension of time to meet requirements for a new listing under Rule 1018;
            (iv) rejection of a resumption proposal under Rule 1304;
            (v) rejection of an application for extension of time to submit or implement a resumption proposal under Rule 1304;
            (vi) removal of an issuer from the Official List under Rule 1305;
            (vii) rejection of a proposal by an issuer to voluntarily delist under Rule 1307;
            (viii) rejection of an application to exit from the watch-list under Rule 1314; and
            (ix) rejection of an application for extension of time to submit an application to exit from the watch-list under Rule 1315.
            (2) The Appeals Committee shall comprise persons appointed by the Board in consultation with the Authority, but shall not have a member who is, or who within 3 years of the proposed appointment date was, a director, officer or employee of:
            (a) SGX; or
            (b) a related corporation of SGX.
            (3) The Appeals Committee shall hear and determine appeals by convening an Appeals Committee hearing, subject to the following conditions:
            (a) an Appeals Committee hearing shall have an initial quorum of 5 members, including the chairman or deputy chairman of the Appeals Committee, but may conclude with a quorum of 3 members; and
            (b) the quorum of an Appeals Committee hearing shall comprise at least 1 member with legal experience and the remaining members with any of the following experience:
            (i) corporate finance experience;
            (ii) directorship experience in an issuer listed on the Exchange; and
            (iii) accounting experience.
            (4) The Appeals Committee may hear and determine appeals concerning a Relevant Person even if the Relevant Person is no longer a Relevant Person at the time of the Appeals Committee hearing, so long as the Relevant Person was a Relevant Person at the time of the alleged contravention or decision of the Exchange.
            (5) Appeals brought before the Appeals Committee shall be decided by a simple majority of votes by its members. In the case of an equality of votes, the chairman of the hearing shall be entitled to a casting vote.
            (6) The chairman of the Appeals Committee has the following powers:
            (a) the fixing of the date of the hearing;
            (b) fixing the timelines for filing of documents for the hearing;
            (c) determining if obtaining legal advice is necessary;
            (d) determining if confidential information related to the proceedings may be disclosed to a third party;
            (e) establishing procedures for the hearing which are not contrary to the Exchange's listing rules;
            (f) determining if the composition of the Appeals Committee may be varied after the hearing has commenced; and
            (g) determining if an appeal has satisfied the bases for appeal required under Rule 1419(4) or Rule 1419(5); and
            (h) determining all administrative and procedural matters related to a hearing.
            (7) In the absence of the chairman of the Appeals Committee, the deputy chairman of the Appeals Committee shall have all the powers of the chairman of the Appeals Committee.
            (8) The Appeals Committee shall be supported by a secretariat which reports to the chairman of the Appeals Committee.
            (9) The chairman of the Appeals Committee may delegate any of the powers or duties under Rules 1404(6), 1420(1), 1420(2), 1420(6) and 1421(1) to any member of the Appeals Committee or the Appeals Committee secretariat.
            (10) References to the chairman in Rules 1404(6), 1420(1), 1420(2), 1420(6) and 1421(1) shall refer to the deputy chairman, member or secretariat who has been delegated the relevant powers of the chairman.

            Added on 7 October 2015.

      • Part III Administrative and Enforcement Powers of the Exchange

        • 1405

          (1) The Exchange may exercise administrative powers for the purposes of ensuring that the market is fair, orderly and transparent, and that the Exchange does not act contrary to the interests of the investing public, including the powers to:
          (a) issue public queries to an issuer;
          (b) require an issuer to make specified disclosures;
          (c) withhold approval of circulars and notices of meetings submitted by an issuer for review;
          (d) require an issuer to obtain the prior approval of the Exchange under Rule 720(3)(a), for a period not exceeding 3 years, for the appointment of a director or an executive officer;
          (e) object to the appointments of individual directors or executive officers in any issuer for a period not exceeding 3 years;
          (f) require an issuer to appoint special auditors, compliance advisers, legal advisers or other independent professionals for specified purposes;
          (g) waive or modify compliance with a listing rule (or part of a rule);
          (h) place an issuer on the watch-list;
          (i) halt or suspend trading of listed securities of an issuer under Rules 1302 and 1303;
          (j) remove an issuer from the Official List under Rules 724(2), 1018(2), 1304, 1305(4) and 1315; and
          (k) impose any other requirements on a Relevant Person which the Exchange considers appropriate.
          (2) The circumstances under which the Exchange may exercise its powers under Rule 1405(1)(e) include:
          (a) where the director or executive officer has refused to extend cooperation to the Exchange or other regulatory agencies on regulatory matters; and
          (b) where the director or executive officer has wilfully contravened any relevant laws, rules and regulations.
          (3) The Exchange may exercise investigative and enforcement powers for the purposes of enforcing the Exchange's listing rules, including the powers to:
          (a) initiate and conduct investigations against a Relevant Person;
          (b) initiate disciplinary proceedings against a Relevant Person;
          (c) take enforcement action against a Relevant Person including the following;
          (i) issuing a private warning to a Relevant Person;
          (ii) offering a composition sum to an issuer;
          (iii) requiring an issuer to implement an effective education or compliance programme;
          (iv) requiring an issuer's directors or executive officers to undertake a mandatory education or training programme;
          (v) requiring an issuer to undertake an independent review of internal controls and processes;
          (vi) requiring an issuer to obtain the prior approval of the Exchange, for a period not exceeding 3 years, for the appointment of a director or an executive officer;
          (vii) objecting to the appointments of individual directors or executive officers in any issuer for a period not exceeding 3 years;
          (viii) requiring an issuer to appoint independent advisers to minority shareholders;
          (ix) requiring an issuer to appoint special auditors, compliance advisers, legal advisers or other independent professionals for specified purposes;
          (x) requiring a Relevant Person to perform other remedial action to rectify the consequences of contraventions;
          (xi) imposing conditions on the accreditation of an issue manager;
          (xii) suspending or restricting the activities of an issue manager if the integrity of the market may be adversely affected or if the Exchange thinks it necessary in the interests of the public or for the protection of investors. The Exchange will refer the matter to the Disciplinary Committee within 14 days from the date of suspension or restriction, whereupon the Disciplinary Committee will determine if the suspension or restriction should be lifted or should be continued for a specified period not exceeding 3 years;
          (xiii) halting or suspending trading of listed securities of an issuer;
          (xiv) removing an issuer from the Official List; and
          (xv) imposing any other requirements on a Relevant Person which the Exchange considers appropriate.
          (4) Where a Relevant Person does not comply with requirements imposed by the Exchange set out in Part III of this Chapter, the Relevant Person shall be deemed to have contravened the Exchange's listing rules.

          Added on 7 October 2015.

        • Queries

          • 1406

            (1) The Exchange may pose queries to an issuer where the Exchange is of the opinion that queries are in the interests of ensuring the market is fair, orderly and transparent. Circumstances where queries may be raised include the following:
            (a) where the Exchange is of the opinion that information provided is either incomplete or unclear;
            (b) where the Exchange has reason to believe that an issuer has failed to disclose information as required by the Exchange's listing rules;
            (c) where the Exchange has reason to believe that there is a possibility that the Exchange's listing rules has not been complied with; or
            (d) where the Exchange is of the opinion that it is appropriate to do so.
            (2) Upon receipt of a query from the Exchange, an issuer shall respond to the Exchange as soon as possible unless otherwise specified by the Exchange.
            (3) The Exchange may require an issuer to announce the Exchange's query to the issuer, the issuer's response to the query, or both.

            Added on 7 October 2015.

        • Investigations

          • 1407

            The Exchange may conduct an investigation if:

            (1) the Exchange has reason to believe that there is a possibility that any Relevant Rule has been contravened by a Relevant Person;
            (2) the Exchange receives a written complaint involving a Relevant Person;
            (3) the Authority so directs; or
            (4) the Exchange is of the opinion that the circumstances warrant it.

            Added on 7 October 2015.

          • 1408

            For the purposes of an investigation, the Exchange may require that a Relevant Person comply with one or more the following requests:

            (1) to render all reasonable acts of assistance, at the Exchange's premises or elsewhere, including:
            (a) requests for information or written explanations; or
            (b) requests for meetings to record statements from the Relevant Person;
            (2) to provide copies of documents or electronic records in the possession of the Relevant Person by a specified date which shall be no less than 5 business days from the date of the request; or
            (3) to obtain copies of documents or electronic records which may be reasonably obtained by the Relevant Person by a specified date which shall be no less than 7 business days from the date of the request. Where such documents or electronic records cannot be obtained, the Relevant Person shall provide a written explanation to:
            (a) indicate why the documents or electronic records cannot be obtained; and
            (b) indicate what steps have been taken to obtain the documents or electronic records.

            Added on 7 October 2015.

          • 1409

            (1) Any Relevant Person complying with a request made under Rule 1408 shall take due care to ensure that information, documents or electronic records provided to the Exchange are not false or misleading in any material particular.
            (2) Any Relevant Person complying with a request made under Rule 1408 shall not wilfully make, furnish, authorize, or permit the giving of false or misleading information, documents or electronic records.

            Added on 7 October 2015.

          • 1410

            (1) The Exchange may appoint any person or persons to assist in its investigation ("Exchange Examiner"). The Exchange may delegate all or any of its powers under Rule 1408 to the Exchange Examiner. The Exchange Examiner shall report the results of the investigation to the Exchange.
            (2) The Exchange may refer any investigations to another relevant investigating authority if the Exchange is of the opinion that the circumstances warrant the referral.

            Added on 7 October 2015.

        • Composition offers

          • 1411

            (1) Upon the conclusion of investigations, the Exchange may provide an offer of composition to an issuer if the Exchange is of the opinion that the issuer has contravened a Relevant Rule. The terms of the offer of composition include payment of a specified sum to the Exchange and may include the fulfillment of any accompanying terms that the Exchange may prescribe.
            (2) Where the Exchange provides an offer of composition to an issuer, the written offer shall contain the following details:
            (a) the particulars of the issuer;
            (b) the Relevant Rule which allegedly has been contravened;
            (c) the brief facts giving rise to the alleged contravention;
            (d) the composition sum and the accompanying terms;
            (e) the manner by which the issuer is to respond to the offer; and
            (f) the date by which the issuer is to respond to the offer.
            (3) Where there is more than 1 contravention by an issuer, the offer under Rule 1411(1) may be an amalgamated offer which deals with 2 or more similar contraventions. An amalgamated offer shall include all material information required under Rule 1411(2).
            (4) An offer under Rule 1411(1) may deal with 1 or more contraventions. Where a written offer under Rule 1411(1) deals with more than 1 contravention, the Exchange may choose to:
            (a) proceed on selected contraventions; and
            (b) take into consideration the remaining contraventions.
            (5) Upon receipt of the written offer, the issuer shall by a specified date which shall be no less than 7 business days from the date of the offer, provide to the Exchange:
            (a) a written acceptance of the offer;
            (b) a written rejection of the offer; or
            (c) a written request for the Exchange to review its offer.
            (6) Upon receipt of a written request under Rule 1411(5)(c), the Exchange shall respond within 14 business days.
            (7) The Exchange may withdraw or vary a written offer made under Rule 1411 at any time before receipt of an acceptance to the offer, by providing written notice to the issuer.

            Added on 7 October 2015.

          • 1412

            An offer of composition payable to the Exchange shall not exceed $10,000 per contravention, subject to maximum of $100,000 per offer for multiple contraventions. Subject to the decision of the Exchange, composition sums may be paid by instalments which shall not exceed 12 months from the date of acceptance of the written offer.

            Added on 7 October 2015.

          • 1413

            (1) The Exchange may initiate disciplinary proceeding upon confirmation that an offer under Rule 1411(1) has been rejected. Where an issuer does not respond to a written offer under Rule 1411(1) within the specified period, the issuer shall be deemed to have rejected the offer and the Exchange may initiate disciplinary proceedings thereafter.
            (2) Upon compliance with all requirements specified in an offer under Rule 1411, the Exchange shall not initiate any further enforcement or disciplinary proceeding against the issuer in respect of the contraventions stated in the offer. The Exchange shall also not take any further action in respect of contraventions which were taken into consideration. Acceptance of the offer of composition by the issuer amounts to an admission of liability and the issuer will be deemed to have committed the conduct described in the charge and deemed to have waived the right to have the matter dealt with before the Disciplinary Committee.

            Added on 7 October 2015.

      • Part IV Disciplinary Proceedings

        • Initiation of proceedings

          • 1414

            (1) Upon the conclusion of investigations, the Exchange may initiate disciplinary proceeding against a Relevant Person if the Exchange is of the opinion that the Relevant Person has contravened a Relevant Rule.
            (2) Where the Exchange initiates disciplinary proceeding against a Relevant Person, the Exchange shall provide to the Relevant Person and the Disciplinary Committee, a charge which contains the following details:
            (a) the particulars of the Relevant Person;
            (b) the Relevant Rule which has been contravened;
            (c) the brief facts giving rise to the alleged contravention; and
            (d) where applicable, a summary of the outcomes of enforcement or disciplinary proceedings taken against other Relevant Persons related to that matter.
            (3) Where there is more than 1 charge to be preferred against a Relevant Person, the Exchange may prefer an amalgamated charge which deals with 2 or more similar contraventions. An amalgamated charge shall include all material information required under Rule 1414(2).
            (4) The Exchange may prefer 1 or more charges. Where a Relevant Person faces more than 1 charge, the Exchange may:
            (a) proceed on all charges at a single hearing;
            (b) choose to first proceed on only selected charges ("proceeded charges") and proceed with the remaining charges only after the conclusion of the proceeded charges ("stood down charges"); or
            (c) choose to proceed on only proceeded charges, but apply to have the remaining charges be taken into consideration as part of the sanctions to be imposed on the Relevant Person ("TIC charges").

            Added on 7 October 2015.

          • 1415

            (1) Upon receipt of the charge, the chairman shall determine all pre-hearing administrative issues under Rule 1403(6) and may issue relevant directions to parties to facilitate the convening of a hearing.
            (2) Upon the resolution of all pre-hearing administrative matters under Rule 1403(6), the chairman shall provide a notice of hearing which includes the following details:
            (a) the identity of the members of the Disciplinary Committee who will be present at the hearing;
            (b) the dates and locations of the hearing;
            (c) the time parties will be allocated during the hearing;
            (d) the procedural rules to be complied with at the hearing;
            (e) the disputed issues to be dealt with at the hearing (where necessary);
            (f) the witnesses to be called at the hearing (where necessary); and
            (g) the exhibits which may be relied upon at the hearing (where necessary).
            (3) Upon the issuance of the notice of hearing under Rule 1415(2), parties shall inform the Disciplinary Committee within 14 business days of the following:
            (a) whether there is any objection to the matters stated in the notice; and
            (b) whether the party wishes to attend the hearing, and if so, the particulars of the persons who would be attending the hearing.
            (4) Where a party does not respond to a relevant direction issued under Rule 1415(1), the party is deemed to have no objection to the relevant direction, and the Disciplinary Committee may proceed as it deems fit.
            (5) Where a party does not indicate that the party is intending to attend the hearing, the party is deemed to have no intention of attending the hearing and the hearing can proceed in the absence of that party.
            (6) Where objections are raised in relation to any pre-hearing issues, the chairman shall determine the issue and inform the parties accordingly. The chairman's determination of a pre-hearing issue shall be final.

            Added on 7 October 2015.

        • The hearing

          • 1416

            (1) The chairman of the Disciplinary Committee shall determine the manner by which a hearing is to be conducted, having due regard to the notice of hearing issued under Rule 1415(2).
            (2) No member of the Disciplinary Committee shall participate in a hearing if he has a conflict of interest.
            (3) Where the Disciplinary Committee is of the opinion that the charge is defective, the Disciplinary Committee may invite the Exchange to amend the charge, or directly amend the charge.
            (4) The Exchange may withdraw charges at any time before the decision of the Disciplinary Committee by providing the Disciplinary Committee and the Relevant Person a notice of discontinuance in relation to the withdrawn charges.
            (5) Where the Exchange has preferred more than 1 charge and has applied for the charges to be TIC charges under Rule 1414(4)(c), the Disciplinary Committee shall determine from the Relevant Person if there is any objection to the application.
            (6) The Exchange and the Relevant Person may be represented by legal counsel at the hearings.
            (7) The secretariat of the Disciplinary Committee must be informed in writing of the name of the legal counsel at least 14 business days before the hearing.

            Added on 7 October 2015.

        • The written grounds of the Disciplinary Committee and sanctions

          • 1417

            (1) Upon conclusion of the hearing, the Disciplinary Committee shall within a specified period of no more than 6 weeks determine if the proceeded charges have been made out and provide a written grounds of decision.
            (2) Where the Disciplinary Committee makes a finding that the proceeded charges are made out, the Disciplinary Committee shall also include in the written grounds, the sanctions which are to be imposed against the Relevant Person. The Disciplinary Committee may impose one or more of the following sanctions:
            (a) issuing a private warning;
            (b) issuing a public reprimand;
            (c) in the case of an issuer:
            (i) requiring an issuer to appoint special auditors, compliance advisers, legal advisers or other independent professionals for specified purposes;
            (ii) requiring an issuer to implement an effective education or compliance programme;
            (iii) requiring an issuer to appoint independent advisers to minority shareholders;
            (iv) requiring an issuer's directors or executive officers to undertake a mandatory education or training programme;
            (v) requiring an issuer to undertake an independent review of internal controls and processes;
            (vi) requiring an issuer to perform other remedial action to rectify the consequences of contraventions;
            (vii) issuing an order for the denial of facilities of the market, prohibiting an issuer from accessing the facilities of the market for a specified period;
            (viii) requiring an issuer to comply with conditions on the activities undertaken by the issuer;
            (ix) imposing fines payable to the Exchange, of not more than $250,000 per contravention, subject to a maximum of $1,000,000 per hearing for multiple charges. Fines may be paid by way of instalments which shall not exceed 12 months from the date of the imposition of the fine;
            (x) issuing an order for the suspension of the trading of an issuer's securities for a specified period; or
            (xi) issuing an order for the removal of an issuer from the Official List;
            (d) in the case of an issue manager:
            (i) issuing an order for the suspension or restriction of an issue manager's activities, or for the continuation of the suspension or restriction of an issue manager's activities pursuant to Rule 1405(3)(c)(xii);
            (ii) issuing an order for the prohibition of an issue manager from participating in any specific listing applications on the Exchange for a period not exceeding 3 years;
            (iii) imposing conditions on the accreditation of an issue manager; or
            (iv) issuing an order for the revocation of the accreditation of an issue manager;
            (e) in the case of a director or executive officer of an issuer:
            (i) requiring the resignation of the director or executive officer from an existing position with any issuer listed on the Exchange; or
            (ii) issuing an order prohibiting any issuer for a period not exceeding 3 years from appointing or reappointing the director or executive officer, as a director or executive officer, or both;
            (f) issuing an order for costs, requiring that the proceedings be paid by a Relevant Person if the Relevant Person's conduct during proceedings was unreasonable; or
            (g) issuing any other order which the Disciplinary Committee is of the opinion is appropriate.
            (3) Where the Disciplinary Committee finds that proceeded charges are made out, and the Relevant Person did not object under Rule 1416(5) to an application for charges to be TIC charges, the Disciplinary Committee shall consider the TIC charges before determining the appropriate sanctions. The Disciplinary Committee shall include in the written grounds of decision, the effect that the TIC charges had on the determination of the sanctions imposed.
            (4) Where the Disciplinary Committee considers a TIC charge and has included in the written grounds of decision, the effect that the TIC charge had on the determination of the sanctions imposed, the Exchange may not take any further disciplinary action against the Relevant Person in respect of the TIC charge.
            (5) Where a Relevant Person objects to an application for charges to be taken into consideration under Rule 1416(5), the charges shall be deemed to be stood down charges. The Disciplinary Committee shall not consider stood down charges when determining sanctions to be imposed.
            (6) The Exchange may proceed on the stood down charges by convening a separate Disciplinary Committee hearing.
            (7) Failure by a Relevant Person to comply with such requirements or orders issued by the Disciplinary Committee under Rule 1417(2) shall be deemed a contravention of the Exchange's listing rules.

            Added on 7 October 2015.

        • Post-hearing

          • 1418

            (1) The Disciplinary Committee's written grounds of decision shall be published by the Exchange, unless the sanction imposed involves the issuance of a private warning. Where a private warning is issued by the Disciplinary Committee, the Disciplinary Committee shall determine whether the written grounds of decision is to be published, and if so, whether the written grounds of decision is to be published in part or in whole.
            (2) Where the Exchange has reason to believe that the requirements imposed or orders issued under Rule 1417(2) have not been complied with, the Exchange may report the non-compliance to the Disciplinary Committee, and the Disciplinary Committee may provide a supplemental grounds of decision to impose further sanctions.
            (3) Where a fine or order for costs of the proceedings has been imposed against a Relevant Person and the Relevant Person does not make payment within the specified period, the outstanding sum shall be a debt payable to Exchange. The Exchange may commence legal action to recover that debt, subject to any subsequent payments made by the Relevant Person. The Exchange shall be entitled to claim reasonable interest, a month after the payment is due, based on the sum outstanding.
            (4) The Exchange may allow a stay of execution of the sanctions, or an extension of the relevant timelines when:
            (a) a Relevant Person has filed a notice of appeal against the decision of the Disciplinary Committee;
            (b) if a Relevant Person requires more time to comply with the sanctions imposed; or
            (c) if the Exchange is of the opinion that the circumstances warrant it.

            Added on 7 October 2015.

      • Part V Appeals

        • Initiation of proceedings

          • 1419

            (1) A party may appeal against the decision of the Disciplinary Committee, or a decision of the Exchange specified under Rule 1404(1)(b), by filing a notice of appeal with the Appeals Committee within 14 business days of the relevant decision. An appellant other than the Exchange shall pay a non-refundable administrative fee of $1,500 when filing a notice of appeal.
            (2) Where a notice of appeal is filed after 14 business days of the relevant decision, the notice of appeal may only be accepted if the delay is accounted for to the satisfaction of the chairman.
            (3) A notice of appeal shall be served on all parties involved, and shall contain the following details:
            (a) the date and reference details of the decision;
            (b) the Relevant Rule of the decision;
            (c) the brief facts relevant to the decision;
            (d) a summary of the decision;
            (e) the sanction imposed by the Disciplinary Committee or the decision taken by the Exchange; and
            (f) a summary of the grounds of appeal which includes:
            (i) the specific finding which is subject to appeal; and
            (ii) the reasons in support of the appeal against that finding.
            (4) An appeal against a decision by the Disciplinary Committee may only be heard if the chairman is of the opinion that:
            (a) the Disciplinary Committee had acted in bad faith;
            (b) there was procedural unfairness in the Disciplinary Committee's determination of the charges;
            (c) there is fresh evidence, not previously available, which would likely have affected the decision of the Disciplinary Committee;
            (d) the Disciplinary Committee had made a gross error in respect of a finding of fact;
            (e) the Disciplinary Committee had made an error in respect of the interpretation of the Exchange's listing rules; or
            (f) the sanctions imposed are manifestly excessive or inadequate.
            (5) An appeal against a decision by the Exchange referred to under Rule 1404(1)(b) may only be heard if the chairman is of the opinion that:
            (a) the Exchange had acted in bad faith;
            (b) there was procedural unfairness in the Exchange's determination of the matter; or
            (c) the Exchange had made an error in respect of the interpretation of the Exchange's listing rules.

            Added on 7 October 2015.

          • 1420

            (1) Upon receipt of the notice of appeal, the chairman shall determine all pre-hearing administrative issues under Rule 1404(6) and may issue relevant directions to parties to facilitate the hearing.
            (2) Upon the resolution of all pre-hearing administrative matters under Rule 1404(6), the chairman shall provide a notice of hearing which includes the following details:
            (a) the identity of the members of the Appeals Committee who will be present at the hearing;
            (b) the dates and locations of the hearing;
            (c) the time parties will be allocated during the hearing;
            (d) the procedural rules to be complied with at the hearing;
            (e) the disputed issues to be dealt with at the hearing (where necessary);
            (f) the witnesses to be called at the hearing (where necessary); and
            (g) the exhibits which may be relied upon at the hearing (where necessary).
            (3) Upon provision of the notice of hearing under Rule 1420(2), parties shall inform the Appeals Committee within 14 business days of the following:
            (a) whether there is any objection to the matters stated in the notice; and
            (b) whether the party wishes to attend the hearing, and if so, the particulars of the persons who would be attending the hearing.
            (4) Where a party does not respond to a relevant direction issued under Rule 1420(1), the party is deemed to have no objection to the relevant direction, and the Appeals Committee may proceed as it deems fit.
            (5) Where a party does not indicate that the party is intending to attend the hearing, the party is deemed to have no intention of attending the hearing and the hearing can proceed in the absence of that party.
            (6) Where objections are raised in relation to any pre-hearing issues, the chairman shall determine the issue and inform parties accordingly. The chairman's determination of a pre-hearing issue shall be final.

            Added on 7 October 2015.

        • The hearing

          • 1421

            (1) The chairman of the Appeals Committee shall determine the manner by which a hearing is to be conducted, having due regard to the notice of hearing issued under Rule 1420(2). A hearing before the Appeals Committee may be heard as a rehearing and evidence not previously considered by the Disciplinary Committee may be adduced.
            (2) No member of the Appeals Committee shall participate in a hearing if he has a conflict of interest.
            (3) Where the Appeals Committee is of the opinion that the charge is defective, the Appeals Committee may invite the Exchange to amend the charge, or directly amend the charge.
            (4) An appellant may withdraw an appeal at any time before the decision of the Appeals Committee by providing a notice of discontinuance to the Appeals Committee. Where a Relevant Person withdraws an appeal under this sub-rule and the Appeals Committee is of the opinion that the conduct of the Relevant Person was unreasonable, the Appeals Committee may order that the Relevant Person pay reasonable costs incurred by the Exchange.
            (5) The Exchange and the Relevant Person may be represented by legal counsel at the hearings.
            (6) The secretariat of the Appeals Committee must be informed in writing of the name of the legal counsel at least 14 business days before the hearing of the appeal.

            Added on 7 October 2015.

        • The written grounds of the Appeals Committee and sanctions

          • 1422

            (1) Upon conclusion of the hearing, the Appeals Committee shall within a specified period of no more than 6 weeks, determine if the proceeded charges have been made out or if the decision of the Exchange is to be upheld and provide a written grounds of decision. In coming to a decision, the Appeals Committee may:
            (a) dismiss the appeal;
            (b) uphold, reverse or vary the decision of the Disciplinary Committee or the Exchange;
            (c) uphold, reverse or vary the specific findings of the Disciplinary Committee;
            (d) direct that the Exchange take a specific course of action;
            (e) vary the sanctions imposed by the Disciplinary Committee; or
            (f) issue any other order which it deems appropriate.
            (2) Where the Appeals Committee makes a finding that the charge is made out, the Appeals Committee shall also include in the written grounds, the sanctions to be imposed against the Relevant Person. In imposing sanctions, the Appeals Committee shall have all the powers of the Disciplinary Committee under Rule 1417.

            Added on 7 October 2015.

        • Post-hearing

          • 1423

            (1) The Appeals Committee's written grounds of decision shall be published by the Exchange, unless the sanction imposed involves the issuance of a private warning. Where a private warning is issued by the Appeals Committee, the Appeals Committee shall determine whether the written grounds of decision is to be published, and if so, whether the written grounds of decision is to be published in part or in whole.
            (2) Where the Exchange has reason to believe that the requirements imposed or orders issued under Rule 1422(2) have not been complied with, the Exchange may report the non-compliance to the Appeals Committee, and the Appeals Committee may provide a supplemental grounds of decision to impose further sanctions.
            (3) Where a fine or order for costs of the proceedings has been imposed against a Relevant Person and the Relevant Person does not make payment within the specified period, the outstanding sum shall be a debt payable to Exchange. The Exchange may commence legal action to recover that debt, subject to any subsequent payments made by the Relevant Person. The Exchange shall be entitled to claim reasonable interest, a month after the payment is due, based on the sum outstanding.
            (4) A Relevant Person may apply to the Appeals Committee for an extension of the relevant timelines to comply with sanctions imposed by the Appeals Committee.
            (5) A decision of the Appeals Committee shall be final.

            Added on 7 October 2015.

      • Part VI Miscellaneous Matters

        • Confidentiality

          • 1424

            Subject to this rule and the continuing disclosure obligations in Chapter 7, the parties to Disciplinary Committee proceedings or Appeals Committee proceedings, their representatives and their advisors shall at all times treat all matters and documents relating to the proceedings as confidential except:

            (1) where all parties to the proceedings have given written consent;
            (2) where a party is directed by a competent authority such as the Authority or the police;
            (3) where a party is directed by a court of competent jurisdiction in Singapore;
            (4) where a party is permitted or directed by the Disciplinary Committee or Appeals Committee;
            (5) where the information is in the public domain; or
            (6) where such disclosure is in connection with the publication by the Exchange of the decision of the Disciplinary Committee or the Appeals Committee.

            Added on 7 October 2015.

        • Irregularities

          • 1425

            (1) No irregularities shall vitiate a decision of the Disciplinary Committee or Appeals Committee unless the irregularity has occasioned a failure of justice.
            (2) Where an irregularity has occasioned a failure of justice in respect of a disciplinary proceeding, the Disciplinary Committee or Appeals Committee may either determine the charge accordingly, or direct that the Exchange re-initiate disciplinary proceeding.
            (3) Where an irregularity has occasioned a failure of justice in respect of a decision of the Exchange, the Appeals Committee may either determine the appeal accordingly, or direct that the Exchange determine the issue afresh.

            Added on 7 October 2015.

        • Exclusion of liability

          • 1426

            The Disciplinary Committee and Appeals Committee shall not be liable for performing their functions under this Chapter. This limitation of liability extends to any actions whether in contract or tort or otherwise, and even in the purported performance of a function in good faith.

            Added on 7 October 2015.

        • Composition sums, fines and costs and Compliance Fund

          • 1427

            All composition sums, fines and costs payable to the Exchange shall be used for investor education and related expenses.

            Added on 7 October 2015.

          • 1428

            The costs of the Listings Advisory Committee, Disciplinary Committee, Appeals Committee and their supporting secretariat shall be funded by a SGX Compliance Fund comprising contributions from the Exchange. The monies in the Compliance Fund shall be kept separate from all other property of the Exchange.

            Added on 7 October 2015.

    • Appendices

      • Appendix 2.1 Contents of New Listing Application

        Cross-referenced from Rule 246(1)

        Brief Particulars

        The following information must be provided in the listing application:—

        1. Name of applicant.
        2. Date and place of incorporation.
        3. Brief description of principal business.
        4. The full title or designation, amount, class and par value of the securities for which listing is applied and whether the securities are fully paid.

        Note: Application should be made to list only that part of the share capital, which has been issued, shares to be issued in connection with the new listing application, and shares to be issued pursuant to Part VIII of Chapter 8.
        5. Date of application
        6. Whether applicant is seeking a listing on the SGX Main Board or Catalist, and the currency its securities are proposed to be quoted in.
        7. Brief information on the offering, including size, price, methods to be used and whether the issue is underwritten. If the issue is not fully underwritten, the portion that is not underwritten should be stated.
        8. Whether the securities, which are the subject of the application, are listed or will be simultaneously listed on another stock exchange(s). If so, name the other stock exchange(s) and state which is/will be the home exchange.

      • Appendix 2.2 Articles of Association

        Cross referenced from Rules 210(7), 211(5), 246(3) and 409(2)

        1. The Articles of Association and other constituent documents of an issuer must contain the provisions set out below. Only in exceptional circumstances will the Exchange grant an exemption from compliance with any of the provisions.
        (1) Capital
        (a) The total number of issued preference shares shall not exceed the total number of issued ordinary shares issued at any time.
        (b) The rights attaching to shares of a class other than ordinary shares must be expressed.
        (c) Whether the company has power to issue further preference capital ranking equally with, or in priority to preference shares already issued must be expressed.
        (d) Preference shareholders must have the same rights as ordinary shareholders as regards receiving notices, reports and balance sheets, and attending general meetings of the issuer. Preference shareholders must also have the right to vote at any meeting convened for the purpose of reducing the capital, or winding up, or sanctioning a sale of the undertaking of the issuer, or where the proposition to be submitted to the meeting directly affects their rights and privileges, or when the dividend on the preference shares is in arrear for more than six months.
        (e) Capital paid on shares in advance of calls shall not, whilst carrying interest, confer a right to participate in profits.
        (f) Subject to any direction to the contrary that may be given by the company in the general meeting or except as permitted under the Exchange's listing rules, all new shares shall, before issue, be offered to such persons who as at the date of the offer are entitled to receive notices from the company of general meetings in proportion, as far as circumstances admit, to the amount of the existing shares to which they are entitled. The offer shall be made by notice specifying the number of shares offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined. After the expiration of the aforesaid time or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the directors may dispose of those shares in a manner as they think most beneficial to the company. The directors may likewise dispose of any new shares which (by reason of the ratio which the new shares bear to shares held by persons entitled to an offer of new shares) cannot, in the opinion of the directors, be conveniently offered under this provision.
        (g) Subject to the provisions of the Companies Act, if any share certificates shall be defaced, worn-out, destroyed, lost or stolen, it may be renewed on such evidence being produced and a letter of indemnity (if required) being given by the shareholder, transferee, person entitled, purchaser, member company of the Exchange or on behalf of its/their client(s) as the directors of the company shall require, and in the case of defacement or wearing out, on delivery of the old certificate and in any case on payment of such sum not exceeding two dollars as the directors may from time to time require. In the case of destruction, loss or theft, a shareholder or person entitled to whom such renewed certificate is given shall also bear the loss and pay to the company all expenses incidental to the investigations by the company of the evidence of such destruction or loss.
        (2) Certificate

        Every member shall be entitled to receive share certificates in reasonable denominations for his holding and where a charge is made for certificates, such charge shall not exceed two dollars.
        (3) Forfeiture and Lien

        (a) The company's lien on shares and dividends from time to time declared in respect of such shares, shall be restricted to unpaid calls and instalments upon the specific shares in respect of which such monies are due and unpaid, and to such amounts as the company may be called upon by law to pay in respect of the shares of the member or deceased member.
        (b) If any shares are forfeited and sold, any residue after the satisfaction of the unpaid calls and accrued interest and expenses, shall be paid to the person whose shares have been forfeited, or his executors, administrators or assignees or as he directs.
        (4) Transfer and Transmission

        (a) The company will accept for registration a transfer in the form approved by the Exchange.
        (b) Any fee charged on the transfer of securities shall not exceed two dollars per transfer.
        (c) There shall be no restriction on the transfer of fully paid securities except where required by law or by the Rules, Bye-Laws or Listing Rules of the Exchange.
        (d) Any articles which entitle a company to refuse to register more than three persons as joint holders of a share must be expressed to exclude the case of executors or trustees of a deceased shareholder.
        (5) Modification of Rights

        The repayment of preference capital other than redeemable preference capital, or any alteration of preference shareholders' rights, may only be made pursuant to a special resolution of the preference shareholders concerned, provided always that where the necessary majority for such a special resolution is not obtained at the meeting, consent in writing if obtained from the holders of three-fourths of the preference shares concerned within two months of the meeting, shall be as valid and effectual as a special resolution carried at the meeting.
        (6) Borrowing Powers

        The scope of the borrowing powers of the board of directors shall be expressed.
        (7) Meetings

        The notices convening meetings shall specify the place, day and hour of the meeting, and shall be given to all shareholders at least fourteen days before the meeting (excluding the date of notice and the date of meeting). Where notices contain special resolutions, they must be given to shareholders at least twenty-one days before the meeting (excluding the date of notice and the date of meeting). Any notice of a meeting called to consider special business shall be accompanied by a statement regarding the effect of any proposed resolutions in respect of such businesses. At least fourteen days' notice of every such meeting shall be given by advertisement in the daily press and in writing to each stock exchange on which the company is listed.
        (8) Voting and Proxies
        (a) A holder of ordinary shares shall be entitled to be present and to vote at any general meeting in respect of any share or shares upon which all calls due to the company have been paid.
        (b) In the case of joint holders of shares, any one of such persons may vote, but if more than one of such persons is present at a meeting, the person whose name stands first on the Register of Members shall alone be entitled to vote.
        (c) A proxy need not be a member of the company.
        (d) An instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll.
        (e) A proxy shall be entitled to vote on a show of hands on any matter at any general meeting.
        (9) Directors
        (a) All the directors of the company shall be natural persons.
        (b) Where provision is made for the directors to appoint a person as a director either to fill a casual vacancy, or as an addition to the board, any director so appointed shall hold office only until the next annual general meeting of the company, and shall then be eligible for re-election.
        (c) Fees payable to non-executive directors shall be by a fixed sum, and not by a commission on or a percentage of profits or turnover. Salaries payable to executive directors may not include a commission on or a percentage of turnover.
        (d) Fees payable to directors shall not be increased except pursuant to a resolution passed at a general meeting, where notice of the proposed increase has been given in the notice convening the meeting.
        (e) A director shall not vote in regard to any contract or proposed contract or arrangement in which he has directly or indirectly a personal material interest.
        (f) [Deleted]
        (g) The office of a director shall become vacant should he become of unsound mind or bankrupt during his term of office.
        (h) A person who is not a retiring director shall be eligible for election to office of director at any general meeting if some member intending to propose him has, at least eleven clear days before the meeting, left at the office of the company a notice in writing duly signed by the nominee, giving his consent to the nomination and signifying his candidature for the office, or the intention of such member to propose him. In the case of a person recommended by the directors for election, nine clear days' notice only shall be necessary. Notice of each and every candidature for election to the board of directors shall be served on the registered holders of shares at least seven days prior to the meeting at which the election is to take place.
        (i) Where a managing director or a person holding an equivalent position is appointed for a fixed term, the term shall not exceed five years.
        (j) A managing director or a person holding an equivalent position shall be subject to the control of the board.
        (k) The continuing directors may act notwithstanding any vacancy in the board, provided that if their number is reduced below the minimum number fixed by or pursuant to the regulations of the company, the continuing directors may, except in an emergency, act only for the purpose of increasing the number of directors to such minimum number, or to summon a general meeting of the company.
        (l) A director may appoint a person approved by a majority of his co-directors to act as his alternate, provided that any fee paid by the company to the alternate shall be deducted from that director's remuneration. No director may act as an alternate director of the company. A person may not act as an alternate director for more than one director of the company.
        (m) Where two directors form a quorum, the chairman of a meeting at which only such a quorum is present, or at which only two directors are competent to vote on the matter at issue, shall not have a casting vote.
        (n) Where a director is disqualifed from acting as a director in any jurisdiction for reasons other than on technical grounds, he must immediately resign from the board.
        (10) Accounts

        The interval between the close of an issuer's financial year and the date of its annual general meeting (if any) shall not exceed four months.
        (11) Winding Up

        The basis on which shareholders would participate in a distribution of assets on a winding up shall be expressed.

      • Appendix 2.3.1 Undertaking in Support of Primary Listing Application for Debt Securities* / Equities* / Investment Funds*

        Crossed-referenced from Rules 212(3), 248(1), 315(1), 410(1)

        * Delete where applicable

        To: Singapore Exchange Securities Trading Limited

        We, ........................................................................... ("the Applicant "),

        (Name of Applicant )

        in consideration of Singapore Exchange Securities Trading Limited ("SGX-ST") granting our application for admission to the Official List (where applicable, specify Main Board or Catalist) and quotation of our securities agree:—

        (1) to comply with the applicable listing rules and requirements as amended from time to time;
        (2) that our listing and the quotation of our securities is at the pleasure of the Exchange. We may be removed from the Official List or our securities may be suspended or removed from listing or quotation at any time without the Exchange giving any reason;
        (3) to pay the fees published by the Exchange as required; and
        (4) that the listing rules may be modified or waived by the Exchange in its discretion.

        The above Undertaking has been signed by me as ....................................

        (title)

        Signed pursuant to authority granted to me by resolution of the Board of Directors of the said corporation on ...........................................

        ...............................  
        Name  
        .............................. ..........................
        Signature Date

        Amended on 29 September 2011.

      • Appendix 2.3.2 Undertaking in Support of Secondary Listing Application for Equities* / Investment Funds*

        Crossed-referenced from Rule 248(1)

        * Delete where applicable

        To: Singapore Exchange Securities Trading Limited

        We, ..................................................................................... ("the Applicant" )

        (Name of Applicant)

        in consideration of Singapore Exchange Securities Trading Limited ("SGX-ST") granting our application for admission to the Official List and quotation of our securities agree:—

        (1) to comply with the applicable listing rules and requirements as the Exchange may from time to time apply to us (whether before or after listing), including but not limited to the provision of an annual certification in the form prescribed by the Exchange that we have complied with the applicable continuing listing obligations;
        (2) that our listing and the quotation of our securities is at the Exchange's discretion. We may be removed from the Official List or our securities may be suspended or removed from listing or quotation at any time without the Exchange giving any reason; and
        (3) to pay the fees published by the Exchange as required.

        The above Undertaking has been signed by me as ....................................................

        (title)

        Signed pursuant to authority granted to me by resolution of the Board of Directors of the said corporation on ..........................................

        ...............................  
        Name  
        .............................. ..........................
        Signature Date

        Amended on 29 September 2011 and 3 November 2014.

      • Appendix 7.1 Corporate Disclosure Policy

        Cross-referenced from Rule 703(4)

        Part I Introduction

        1 This Appendix sets out the Exchange's corporate disclosure policy.
        2 Rule 703(4)(a) obligates an issuer to provide timely disclosure of material information in accordance with this policy. The Exchange regards disclosure as fundamentally important to the operation of a fair and efficient market for the trading of securities.

        Part II Issuers' Obligations Under Rule 703

        3 Under Rule 703, an issuer must disclose information:—
        (a) necessary to avoid the establishment of a false market in its securities. A false market may exist if information is not made available that would, or would be likely to, influence persons who commonly invest in securities in deciding whether or not to subscribe for, or buy or sell the securities. For this reason, an issuer may be required to clarify or confirm a rumour (see "Clarification or Confirmation of Rumours or Reports" below); or
        (b) that would be likely to have a material effect on the price or value of securities of that issuer.
        4 Material information includes information, known to the issuer, concerning the issuer's property, assets, business, financial condition and prospects; mergers and acquisitions; and dealings with employees, suppliers and customers; material contracts or development projects, whether entered into in the ordinary course of business or otherwise; as well as information concerning a significant change in ownership of the issuer's securities owned by insiders, or a change in effective or voting control of the issuer, and any developments that affect materially the present or potential rights or interests of the issuer's shareholders.
        5 The fact that information is generally available is not a reason for failing to disclose under Rule 703. For example, if an issuer releases material information to the media but did not announce it to the market via SGXNET, the issuer is in breach of Rule 703. Rule 702 requires an issuer to make announcements via SGXNET, unless specified otherwise.
        6 It is the responsibility of each issuer to disclose material information in its possession as required by the listing rules.
        7 Information must not be divulged to any person (outside of the issuer and its advisers) in such a way as to place in a privileged dealing position any person. Information must not be released in such a way that transactions in the issuer's listed securities (whether on market or off market) may be entered into at prices which do not reflect the latest publicly available information.
        8 Some Events Requiring Disclosure Under Rule 703

        Under Rule 703, the following events, while not comprising a complete list of all the situations which may require disclosure, are likely to require immediate disclosure:—
        (a) A joint venture, merger or acquisition;
        (b) The declaration or omission of dividends or the determination of earnings;
        (c) Firm evidence of significant improvement or deterioration in near-term earnings prospects;
        (d) A subdivision of shares or stock dividends;
        (e) The acquisition or loss of a significant contract;
        (f) The purchase or sale of a significant asset;
        (g) A significant new product or discovery;
        (h) The public or private sale of a significant amount of additional securities of the issuer;
        (i) A change in effective control or a significant change in management;
        (j) A call of securities for redemption;
        (k) The borrowing of a significant amount of funds;
        (l) Occurrence of an event of default under debt or other securities or financing or sale agreements;
        (m) Significant litigation;
        (n) A significant change in capital investment plans. Examples include building of factories, increasing plant and machinery, and increasing production lines;
        (o) A significant dispute or disputes with sub-contractors, customers or suppliers, or with any parties;
        (p) A tender offer for another company's securities; and
        (q) A valuation of the real assets of the group that has a significant impact on the group's financial position and/or performance. A copy of the valuation report must be made available for inspection at the issuer's registered office during normal business hours for 3 months from the date of the announcement.

        Part III Exception to Rule 703

        9 Rule 703 includes two exceptions from the requirement to make immediate disclosure. One allows information not to be disclosed if to do so breaches the law (Rule 703(2)). The other allows an issuer to temporarily refrain from publicly disclosing particular information, provided that the information is of a certain type, a reasonable person would not expect it to be disclosed and the information is kept confidential (Rule 703(3)).
        10 An issuer can rely on the exception under Rule 703(3) while each of the three conditions is satisfied. Should any of the conditions cease to be satisfied, the exception will similarly cease to be available, and the issuer must disclose the information immediately. The three conditions are:—

        Condition 1: A reasonable person would not expect the information to be disclosed
        (a) A reasonable person would not expect information to be disclosed if such disclosure would prejudice the ability of the issuer to pursue its corporate objective. Also, a reasonable person would not expect the disclosure of an inordinate amount of detail.
        (b) If conditions 2 and 3 are satisfied but a reasonable person would expect the information to be disclosed, the exception is not available. In considering if this condition is satisfied, the Exchange will balance the needs of the market and the interests of the issuer while having regard to the principle on which the listing rule is based.
        Condition 2: The information is confidential

        Generally, information may be regarded as confidential if the issuer has control of the use that can be made of the information. Confidentiality also means that no one in possession of the information is entitled to trade in that issuer's listed securities. In this regard, unusual activity in the issuer's securities may suggest that the information is no longer confidential. If so, this condition is not met. (See also "Confidentiality")

        Condition 3: The information is of the type in one of the listed categories.

        If the information is not of the type in one of the listed categories, or if it loses that character, then the condition is not satisfied.

        Part IV Examples of the Operation of Rule 703

        11 The following examples explain in more detail the operation of Rule 703. They illustrate the general principles only and do not affect the operation of the listing rule.
        (a) Example (1): Information concerning an incomplete proposal or negotiation

        In the course of a successful negotiation for the acquisition of another company, for example, the only information known to each party at the outset may be the willingness of the other to hold discussions. Shortly thereafter, it may become apparent to the parties that it is likely an agreement can be reached. Finally, agreement in-principle may be reached on specific terms. In such circumstances, an issuer need not issue a public announcement at each stage of the negotiations, describing the current state of constantly changing facts but may await agreement in-principle on specific terms. If, on the other hand, progress in the negotiations should stabilise at some other point, disclosure should then be made if the information is material.
        (b) Example (2): Information generated for internal management purposes

        Disclosure of an issuer's internal estimates or projections of its earnings or of other data relating to its affairs is not necessary. If such estimates or projections are released, they should be prepared carefully, be soundly based and should be realistic. The estimates or projections should be qualified, if necessary, to ensure that they are properly understood. Should subsequent developments indicate that performance will not match earlier estimates or projections, this too should be reported promptly and the variances adequately explained.

        Part V Confidentiality

        12 Where an issuer relies on Rule 703(3) to temporarily withhold material information, the strictest confidentiality must be maintained. Access to the information should be restricted, to the extent possible, to the highest possible levels of management and should be disclosed to officers, employees and others only on a need-to-know basis. Distribution of paperwork and other data should be kept to a minimum.
        13 It may be appropriate to require each person who gains access to the information to report to the issuer, any transaction which he effects in the issuer's securities.
        14 During this period, the issuer should keep a close watch on the trading activity of its securities and be prepared to make an immediate public announcement if necessary.

        Part VI Clarification or Confirmation of Rumours or Reports

        15 Public circulation of information, whether by an article published in a newspaper, by a broker's market letter, or by word-of-mouth, either correct or false, which has not been substantiated by the issuer and which is likely to have, or has had, an effect on the price of the issuer's listed securities or would be likely to have a bearing on investment decisions must be clarified or confirmed promptly.
        16 If rumours indicate that material information has been leaked, a frank and explicit announcement is required. If rumours are in fact false or inaccurate, they should be promptly denied or clarified. A statement to the effect that the issuer knows of no corporate developments that could account for the unusual market activity can have a salutary effect. In addition, a reasonable effort should be made to bring the announcement to the attention of the party that initially distributed the information (in the case of an erroneous newspaper article, for example, by sending a copy of the announcement to the newspaper's financial editor, or in the case of an erroneous market letter, by sending a copy to the broker responsible for the letter). If rumours are correct or there are developments, an immediate statement to the public as to the state of negotiations or corporate plans in the rumoured area must be made. Such statements are essential despite the business inconvenience which may result, even if the matter had yet to be presented to the issuer's board of directors for consideration.
        17 In the case of a rumour or report predicting future sales, earnings or other data, no response from the issuer is ordinarily required. However, the issuer must make a prompt announcement so that the market remains properly informed if the rumour or report is materially incorrect and may mislead investors, or is specific enough to suggest that information came from an inside source, or the market moves in a way that appears to be referable to the rumour or report.

        Part VII Unusual Trading Activity

        18 Where unusual trading activity in an issuer's securities occurs without any apparent publicly available information which could account for the activity, it may signify trading by persons who are acting on unannounced material information or on a rumour or report, whether true or false. Unusual market activity may not be traceable either to insider trading or to a rumour or report. Nevertheless, the market activity itself may be misleading to investors, who may assume that a sudden and appreciable change in the price of the issuer's securities reflects a corresponding change in its business or prospects.
        19 Similarly, unusual trading volume, even when not accompanied by a significant change in price, tends to encourage rumours and give rise to excessive speculative trading activity which may be unrelated to actual developments in the issuer's affairs.
        20 In such situations, the issuer should undertake a review to seek the causes of the unusual trading activity in its securities. The issuer should consider whether any information about its affairs, which would account for the activity, has recently been publicly disclosed, whether there is any material information that has not been publicly disclosed (in which case, the unusual trading activity may signify that a "leak" has occurred), and whether the issuer is the subject of a rumour or report. The issuer should respond promptly to any enquiries made by the Exchange concerning the unusual trading activity and may be guided by the following:—
        (a) If the issuer determines that the unusual trading activity results from material information that has been publicly disseminated via SGXNET, generally no further announcement is required. However, if the market activity indicates that such information may have been misinterpreted, it may be helpful, after discussion with the Exchange, to issue an announcement to clarify the matter;
        (b) If the unusual trading activity results from the "leak" of material information, the information in question must be announced promptly. If the unusual trading activity results from a false rumour or report, the Exchange's policy on correction of such rumours and reports, (discussed in "Clarification or Confirmation of Rumours or Reports") should be observed; and
        (c) If the issuer is unable to determine the cause of the unusual trading activity, the Exchange may suggest that the issuer makes a public announcement to the effect that there have been no undisclosed recent developments affecting the issuer or its affairs which would account for the unusual trading activity.

        Part VIII Policy on Thorough Public Dissemination

        21 Material information must be disclosed when it arises, even if during trading hours. The Exchange will expect the issuer to request a trading halt to facilitate the dissemination of the material information during trading hours. As a guide, a trading halt requested for dissemination of material information will last at least half an hour after the release of the material information, or such other period as the Exchange considers it appropriate. The issuer may request a temporary suspension if it is unable to release the material information by the end of the trading halt. Otherwise, the Exchange will consider whether a temporary suspension in trading of the issuer's securities is necessary to enable the material information to be properly disseminated. As a guide, the temporary suspension may last half an hour after the announcement has been released to the Exchange.
        22 Public disclosure of material information must be made by an announcement released to the Exchange via SGXNET. To facilitate the dissemination of information, copies of the announcement may be provided simultaneously to newspapers and newswire services.
        23 The Exchange recommends that issuers observe an "open door" policy in dealing with analysts, journalists, stockholders and others. However, under no circumstances should disclosure of material information be made on an individual or selective basis to analysts, stockholders, or other persons unless such information has previously been fully disclosed and disseminated to the public. If material information is inadvertently disclosed at meetings with analysts or others, it must be publicly disseminated as promptly as possible by the means described in this Part.
        24 The Exchange recognizes that there may be limited instances where selective disclosure is necessary. One example is the pursuit of the issuer's business or corporate objectives, such as when the issuer is undertaking a major corporate exercise. Another example is due diligence when the issuer is the subject of an acquisition. In these circumstances, selective disclosure may be required to facilitate the exercise. However, such disclosure should be made on a need to know basis and subject to appropriate confidentiality restraints.

        Part IX Content and Preparation of Public Announcement

        25 The content of a press release or other public announcement is as important as its timing. Each announcement should:—
        (a) be factual, clear and succinct;
        (b) contain sufficient quantitative information to allow investors to evaluate its relative importance to the activities of the issuer;
        (c) be balanced and fair. Thus, the announcement should avoid:—
        (i) omission of important unfavourable facts, or the slighting of such facts (for example by "burying" them at the end of a press release);
        (ii) presentation of favourable possibilities as certain, or as more probable than is actually the case;
        (iii) presentation of projections without sufficient qualification or without sufficient factual basis;
        (iv) negative statements phrased to create a positive implication, for example, "The company cannot now predict whether the development will have a materially favourable effect on its earnings," (implying that the effect will be favourable even if not materially favourable), or "The company expects that the development will not have a materially favourable effect on earnings in the immediate future," (implying that the development will eventually have a materially favourable effect); and
        (v) use of promotional jargon calculated to excite rather than to inform;
        (d) avoid over-technical language, and should be expressed to the extent possible in language comprehensible to the layman; and
        (e) explain the consequences or effects of the information on the issuer's future prospects. If the consequences or effects cannot be assessed, explain why.
        26 The following guidelines for the preparation of press releases and other public announcements should help issuers ensure that the content of such announcements meet the principles discussed in paragraph 25:—
        (a) Every announcement should be prepared or reviewed by (i) an official of the issuer familiar with the matters to be disclosed, and (ii) an official of the issuer familiar with the requirements of the Exchange and any applicable requirements of securities laws;
        (b) Since skill and experience are important to the preparation and editing of accurate, fair and balanced public announcements, the Exchange recommends that a limited group of individuals within the issuer be given this assignment on a continuing basis; and
        (c) Review of press releases and other public announcements by legal counsel is often desirable or necessary, depending on the importance and complexity of the announcement.

        Part X Policy on Insider Trading

        27 Issuers and parties who may be regarded as insiders should be fully aware of the provisions in any applicable legislation on insider trading.
        28 Persons who come into possession of material information, before its public release, are considered insiders for the purposes of the Exchange's corporate disclosure policies. Such persons include substantial shareholders, directors, executive officers and other employees, and frequently also include the issuer's lawyers, accountants, bankers, investment bankers, public relations consultants, advertising agencies, consultants, valuers and other third parties. The associates (as defined in "Definitions and Interpretation") of, and those under the control of, insiders may also be regarded as insiders. Where an issuer is involved in the negotiation of an acquisition or transaction, the other parties to the negotiation may also be regarded as insiders.
        29 Issuers should make insiders (and others who have access to material information on the issuer before it is publicly disclosed) aware that trading in the issuer's securities while in possession of undisclosed material information or tipping such information is an offence under Singapore's securities laws and may also give rise to civil liability. Issuers are advised to refer to the Best Practices Guide which provides guidance on the principles and best practices with regard to dealings by the directors and employees of the issuers in their respective issuer's securities.
        30 Issuers should establish, publish and enforce effective procedures applicable to the purchase and sale of the securities of the issuer and listed members of its group by officers, directors, employees and other insiders. The procedures should be designed not only to prevent improper trading, but also to avoid any question of the propriety of insider purchases or sales.

        Part XI Role of Market Surveillance

        31 An issuer should monitor the trading in its securities to detect any unusual trading activity. Where such unusual trading activity is observed, issuers should note Part VII above. The Exchange also monitors trading of listed securities. Where there is unusual trading activity in a listed security, and it appears to the Exchange that the unusual trading activity cannot be explained by known factors, the Exchange may require the issuer to make an announcement. The announcement should, inter alia, state whether the issuer and its directors are aware of the reasons for the unusual trading activity and whether there is any material information which has not been publicly disclosed. If the issuer or its directors are aware of any matters concerning the substantial shareholders that may account for the unusual trading activity, they must take this into consideration when responding to any query by the Exchange.

      • Appendix 7.2 Financial Statements and Dividend Announcement

        Cross-referenced from Rule 705

        Part I Information Required for Quarterly (Q1, Q2 & Q3), Half-Year and Full Year Announcements

        1. In the case of Q1, Q2 and Q3 announcements, issuers may present the following statements in any format provided that the same format is used for each quarter. In the case of half-year and full year announcements, issuers must present the following statements in the form presented in the issuer's most recently audited annual financial statements:—
        (a)
        (i) An income statement and statement of comprehensive income, or a statement of comprehensive income, for the group, together with a comparative statement for the corresponding period of the immediately preceding financial year.
        (ii) The following items (with appropriate breakdowns and explanations), if significant, must either be included in the income statement or in the notes to the income statement for the current financial period reported on and the corresponding period of the immediately preceding financial year:—
        (A) Investment income
        (B) Other income including interest income
        (C) Interest on borrowings
        (D) Depreciation and amortisation
        (E) Allowance for doubtful debts and bad debts written off
        (F) Write-off for stock obsolescence
        (G) Impairment in value of investments
        (H) Foreign exchange gain/loss (where applicable)
        (I) Adjustments for under or overprovision of tax in respect of prior years
        (J) Profit or loss on sale of investments, properties, and/or plant and equipment
        (K) Exceptional items
        (L) Extraordinary items
        (b)
        (i) A statement of financial position (for the issuer and group), together with a comparative statement as at the end of the immediately preceding financial year.
        (ii) In relation to the aggregate amount of the group's borrowings and debt securities, specify the following as at the end of the current financial period reported on with comparative figures as at the end of the immediately preceding financial year:—
        (A) the amount repayable in one year or less, or on demand;
        (B) the amount repayable after one year;
        (C) whether the amounts are secured or unsecured; and
        (D) details of any collaterals.
        (c) A statement of cash flows (for the group), together with a comparative statement for the corresponding period of the immediately preceding financial year.
        (d)
        (i) A statement (for the issuer and group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalisation issues and distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year.
        (ii) Details of any changes in the company's share capital arising from rights issue, bonus issue, share buy-backs, exercise of share options or warrants, conversion of other issues of equity securities, issue of shares for cash or as consideration for acquisition or for any other purpose since the end of the previous period reported on. State the number of shares that may be issued on conversion of all the outstanding convertibles, if any, against the total number of issued shares excluding treasury shares and subsidiary holdings of the issuer, as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year. State also the number of shares held as treasury shares and the number of subsidiary holdings, if any, and the percentage of the aggregate number of treasury shares and subsidiary holdings held against the total number of shares outstanding in a class that is listed as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year.
        (iii) To show the total number of issued shares excluding treasury shares as at the end of the current financial period and as at the end of the immediately preceding year.
        (iv) A statement showing all sales, transfers, cancellation and/or use of treasury shares as at the end of the current financial period reported on.
        (v) A statement showing all sales, transfers, cancellation and/or use of subsidiary holdings as at the end of the current financial period reported on.
        2. Whether the figures have been audited or reviewed, and in accordance with which auditing standard or practice.
        3. Where the figures have been audited or reviewed, the auditors' report (including any qualifications or emphasis of a matter).
        4. Whether the same accounting policies and methods of computation as in the issuer's most recently audited annual financial statements have been applied.
        5. If there are any changes in the accounting policies and methods of computation, including any required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change.
        6. Earnings per ordinary share of the group for the current financial period reported on and the corresponding period of the immediately preceding financial year, after deducting any provision for preference dividends:—
        (a) Based on the weighted average number of ordinary shares on issue; and
        (b) On a fully diluted basis (detailing any adjustments made to the earnings).
        7. Net asset value (for the issuer and group) per ordinary share based on the total number of issued shares excluding treasury shares of the issuer at the end of the:—
        (a) current financial period reported on; and
        (b) immediately preceding financial year.
        8. A review of the performance of the group, to the extent necessary for a reasonable understanding of the group's business. It must include a discussion of the following:—
        (a) any significant factors that affected the turnover, costs, and earnings of the group for the current financial period reported on, including (where applicable) seasonal or cyclical factors; and
        (b) any material factors that affected the cash flow, working capital, assets or liabilities of the group during the current financial period reported on.
        9. Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results.
        10. A commentary at the date of the announcement of the significant trends and competitive conditions of the industry in which the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months.
        11. If a decision regarding dividend has been made:—
        (a) Whether an interim (final) ordinary dividend has been declared (recommended); and
        (b)
        (i) Amount per share ......... cents
        (ii) Previous corresponding period ...... cents
        (c) Whether the dividend is before tax, net of tax or tax exempt. If before tax or net of tax, state the tax rate and the country where the dividend is derived. (If the dividend is not taxable in the hands of shareholders, this must be stated).
        (d) The date the dividend is payable.
        (e) The date on which Registrable Transfers received by the company (up to 5.00 pm) will be registered before entitlements to the dividend are determined.
        12. If no dividend has been declared (recommended), a statement to that effect.
        13. If the Group has obtained a general mandate from shareholders for IPTs, the aggregate value of such transactions as required under Rule 920(1)(a)(ii). If no IPT mandate has been obtained, a statement to that effect.
        14. Negative confirmation pursuant to Rule 705(5). (Not required for announcement on full year results)
        15. Confirmation that the issuer has procured undertakings from all its directors and executive officers (in the format set out in Appendix 7.7) under Rule 720(1).

        Part II Additional Information Required for Full Year Announcment

        16. Segmented revenue and results for business or geographical segments (of the group) in the form presented in the issuer's most recently audited annual financial statements, with comparative information for the immediately preceding year.
        17. In the review of performance, the factors leading to any material changes in contributions to turnover and earnings by the business or geographical segments.
        18. A breakdown of sales as follows:—

          Latest Financial Year

        $'000
        Previous Financial Year

        $'000
        % increase/ (decrease)

          Group

        Group

        Group

        (a) Sales reported for first half year  



           
        (b) Operating profit/loss after tax before deducting minority interests reported for first half year  



           
        (c) Sales reported for second half year  



           
        (d) Operating profit/loss after tax before deducting minority interests reported for second half year  



           
        19. A breakdown of the total annual dividend (in dollar value) for the issuer's latest full year and its previous full year as follows:—
        (a) Ordinary
        (b) Preference
        (c) Total
        20. Disclosure of 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 pursuant to Rule 704(13) in the format below. If there are no such persons, the issuer must make an appropriate negative statement.

        Name Age Family relationship with any director and/or substantial shareholder Current position and duties, and the year the position was held Details of changes in duties and position held, if any, during the year
                 

        Amended on 29 September 2011, 7 October 2015 and 31 March 2017.

      • Appendix 7.3 [Rule has been deleted.]

        Deleted on 19 November 2012.

      • Appendix 7.4 [Rule has been deleted.]

        Deleted on 29 September 2011.

      • Appendix 7.4.1 Announcement of Appointment

        Cross-referenced from Rule 704(7)

        Date of Appointment


        Name of person


        Age


        Country of principal residence


        The Board's comments on this appointment (including rationale, selection criteria, and the search and nomination process)


        Whether appointment is executive, and if so, the area of responsibility


        Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)


        Working experience and occupation(s) during the past 10 years


        Shareholding interest in the listed issuer and its subsidiaries


        Familial relationship with any director and/or substantial shareholder of the listed issuer or of any of its principal subsidiaries


        Conflict of interest (including any competing business)


        Undertaking (in the format set out in Appendix 7.7) under Rule 720(1) has been submitted to the listed issuer Yes No


        Other Directorships#


        # These fields are not applicable for announcements of appointments pursuant to Listing Rule 704(9)

        Past (for the last 5 years)


        Present


        Information required


        Disclose the following matters concerning an appointment of director, chief executive officer, chief financial officer, chief operating officer, general manager or other officer of equivalent rank. If the answer to any question is "yes", full details must be given.


        (a) Whether at any time during the last 10 years, an application or a petition under any bankruptcy law of any jurisdiction was filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner? Yes No
        (b) Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency? Yes No
        (c) Whether there is any unsatisfied judgment against him? Yes No
        (d) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose? Yes No
        (e) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach? Yes No
        (f) Whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part? Yes No
        (g) Whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust? Yes No
        (h) Whether he has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust? Yes No
        (i) Whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity? Yes No
        (j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of :—    
         
        (i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or
        Yes No
         
        (ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or
        Yes No
         
        (iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or
        Yes No
         
        (iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere,
        Yes No
          in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust?    
        (k) Whether he has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere? Yes No

        Information required

        Disclosure applicable to the appointment of Director only.

        Any prior experience as a director of a listed company? Yes No

        If yes, please provide details of prior experience.


        If no, please provide details of any training undertaken in the roles and responsibilities of a director of a listed company.

        Amended on 29 September 2011 and 7 October 2015.

      • Appendix 7.4.2 Announcement of Cessation

        Cross-referenced from Rule 704(7)

        Name of person    
        Age    
        Is Effective Date of Cessation known? Yes No
        If yes, please provide the date.    
        If no, please advise when the date will be announced.    
        Detailed Reason(s) for cessation    
        Are there any unresolved differences in opinion on material matters between the person and the board of directors including matters which would have a material impact on the group or its financial reporting?? Yes No
        If yes, please elaborate.    
        Is there any matter in relation to the cessation that needs to be brought to the attention of the shareholders of the listed issuer? Yes No
        If yes, please elaborate.    
        Any other relevant information to be provided to shareholders of the listed issuer?    
        If yes, please elaborate.    
        Date of appointment to current position    
        Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)    
        Role and responsibilities    
        Does the AC have a minimum of 3 members (taking into account this cessation)? Yes No
        Number of Independent Directors currently resident in Singapore (taking into account this cessation).    
        Number of cessations of appointments specified in Listing Rule 704(7) over the past 12 months    
        Shareholding interest in the listed issuer and its subsidiaries    
        Familial relationship with any director and/or substantial shareholder of the listed issuer or of any of its principal subsidiaries    
        Other Directorships
        Past (for the last 5 years)
        Present
           

        Amended on 29 September 2011.

      • Appendix 7.5 Summary of Reserves and Resources

        Cross-referenced from Rules 705(7), 1207(21) and Practice Note 6.3

        The following information must be provided for each asset of the issuer:

        1. Summary of Mineral Reserves and Resources

        Name of Asset/Country:

        Category Mineral Type Gross Attributable to Licence Net Attributable to Issuer Remarks
        Tonnes (millions) Grade Tonnes (millions) Grade Change from previous update (%)
        Reserves
        Proved              
        Probable              
        Total              
        Resources *
        Measured              
        Indicated              
        Inferred              
        Total              


        * To state whether the Mineral Resources are reported additional to, or inclusive of, the Mineral Reserves.
        2. Summary of Oil and Gas Reserves and Resources

        Name of Asset/Country:

        Category Gross Attributable to Licence (MMbbl / Bcf) Net Attributable to Issuer Remarks
        (MMbbl / Bcf) Change from previous update (%)
        Reserves
        Oil Reserves
        1P        
        2P        
        3P        
        Natural Gas Reserves
        1P        
        2P        
        3P        
        Natural Gas Liquids Reserves
        1P        
        2P        
        3P        
        Contingent Resources
        Oil
        1C        
        2C        
        3C        
        Natural Gas
        1C        
        2C        
        3C        
        Natural Gas Liquids
        1C        
        2C        
        3C        
        Prospective Resource
        Oil
        Low Estimate        
        Best Estimate        
        High Estimate        
        Natural Gas
        Low Estimate        
        Best Estimate        
        High Estimate        


        1P: Proved
        2P: Proved + Probable
        3P: Proved + Probable + Possible


        MMbbl: Millions of barrels
        Bcf: Billions of cubic feet

        Name of Qualified Person:____________________________________

        Date:____________________________________

        Professional Society Affiliation / Membership:__________________________________

        Added on 27 September 2013.

      • Appendix 7.6 Form of Certification

        (Cross-referenced from Rule 751)

        To: Singapore Exchange Securities Trading Limited

        I, XXX [Full Name (including non-English characters as reflected in identification documents) and Designation) of xxx (the "Company"), an officer duly authorized to give this certification, hereby certify to the Exchange that after making due and careful enquiry, and at the time of this certification, the Company has complied with the applicable continuing listing obligations in the SGX Listing Manual on a continuing basis.

        Name:

        Designation:

        Signature:

        Date:

        Added on 3 November 2014.

      • Appendix 7.7 Form of Undertaking with Regard to Directors or Executive Officers

        Cross-referenced from Rule 250(6) and Rule 720(1)

        To: Singapore Exchange Securities Trading Limited
        c/o..........(Insert the name of the Issuer/REIT manager/trustee-manager)

        In consideration of the listing and quotation of the securities of__________ (insert the name of the issuer) (the "Issuer") on the Official List of the SGX Mainboard:—

        (a) In the exercise of my powers and duties as a director or executive officer of .............
        (Insert the name of the Issuer/REIT manager/trustee-manager) I, the undersigned, shall:—
        (i) use my best endeavours to comply with the requirements of Singapore Exchange Securities Trading Limited (the "Exchange") pursuant to or in connection with the SGX-ST Listing Manual from time to time in force; and
        (ii) use my best endeavours to procure that the Issuer shall so comply;
        (b)
        [] I hereby irrevocably appoint the Issuer/REIT manager/trustee-manager as my agent, for so long as I remain a director or executive officer of the Issuer/REIT manager/trustee-manager, for receiving on my behalf any correspondence from and/or service of notices and other documents by the Exchange.
        [] Any correspondence from and/or service of notices and other documents by the Exchange may be sent to my correspondence address set out below. In the event of any change to my correspondence address, I undertake to promptly inform the Issuer/REIT manager/trustee-manager and update the correspondence address set out below.

        Correspondence Address: _____________________

        *Please tick accordingly.
        (c) I understand the possible consequences of giving to the Exchange information including those referred to in this Form which is false or misleading pursuant to section 330 of the Securities and Futures Act, Chapter 289 of Singapore; and
        (d) I undertake to the Exchange in the terms set out in this Form.

        Signature: ___________________________________________

        Name of director/executive officer: ____________________________________[full name (including non-English characters as reflected in identification documents)]

        Nationality:___________________________________________

        Singapore NRIC Number:___________________________________________

        In case of a non-Singapore NRIC cardholder, state the passport number or any identification number and name of issuing authority:

        ________________________________________

        Date: ________________________________________________

        Note:

        If you have any queries you should consult the Exchange or your professional adviser immediately.

        Added on 7 October 2015 and amended on 30 April 2016.

      • Appendix 8.1 Contents of Application for Listing Additional Securities

        Cross-referenced from Rule 875

        1 Title Page

        (a) The name of the applicant.
        (b) Brief description of the issue stating the designation, number, amount, class, par value and ranking of the securities for which listing is sought. If the securities are not identical with other securities of the issuer, they must be separately designated.
        (c) The date of application and the date of announcement of the issue.
        (d) The authority required to issue the securities. If the securities are issued pursuant to the share issue mandate specified in Rule 806, to provide the necessary information to satisfy the Exchange that the proposed issue of securities complies with Rule 806.
        (e) Names of the lead managers, co-managers, placement agents and underwriters (where applicable) and the commission payable to these parties.

        2 Capitalisation

        (a) The following information, in tabular form, at the last balance sheet and any changes between that date and the date of the application:—
        (i) Designation or title of each class of shares;
        (ii) Number of issued shares excluding treasury shares;
        (iii) Number of treasury shares held; and
        (iv) Number of unissued reserved shares (excluding the shares for which listing is sought) or an appropriate negative statement.
        (b) The purpose for which the unissued shares are reserved.

        3 Financial Position

        (a) If the group is currently under pressure from its bankers to repay any of its existing borrowings, make appropriate disclosure or an appropriate negative statement. Any arrangements for refinancing of the group's borrowings must be stated.
        (b) Confirmation of whether the group has sufficient resources to meet its capital commitments.
        (c) State whether the directors are of the opinion that, after taking into consideration the present bank facilities and the net proceeds of the issue, the working capital available to the group is sufficient to meet its present requirements.

        4 Acquisitions

        Where the issue is to be made as full or partial payment for the acquisition of an interest in, or the business and assets of another company or of any assets or properties, the following information must be provided:—

        (a) Information required in Rule 1010, and the factors considered in determining the terms of the acquisition and the issue; and
        (b) Where the acquisition is a Chapter 9 transaction, details of the interested person transacting with the entity at risk and the nature of that person's interest in the transaction.

        Note: Additional details may be required to enable the Exchange to have a full understanding of the transaction.

        5 Capitalisation Issues

        (a) The effect of the capitalisation issue on the relevant reserve accounts of the issuer, and the group, based on the latest audited accounts.
        (b) Details of any moratorium that is imposed on the issuer's shares.

        6 Rights Issues

        (a) The amount of cash raised from issues of securities in the past 2 years and a statement on whether the proceeds were used for the intended purposes.
        (b) A time-table showing the following dates:—
        (i) Books closure date to determine rights entitlement;
        (ii) Last day for splitting; and
        (iii) Last day for exercise and payment of rights.

        Note: Attention is drawn to Practice Note 8.1 governing the determination of the dates above.

        7 Convertible Securities

        (a) The form, basis of allotment, exercise price, exercise period and whether the convertible securities are detachable.
        (b) The number of new shares that will be issued upon full exercise or conversion of the proposed convertible securities as a percentage of the applicant's issued shares as at the date of the application.
        (c) The number of new shares that will be issued upon full exercise or conversion of the proposed convertible securities and all outstanding convertible securities as a percentage of the applicant's issued shares as at the date of the application.

        8 Issue of Shares for Cash Under Part IV of Chapter 8

        (a) The issue price and the weighted average price for the period specified in Rule 811.
        (b) The amount of cash raised from issues of securities in the market in the past 2 years and a statement on whether the proceeds had been used for the intended purposes.
        (c) Where the end-place(s) is not procured by a placement agent, to provide the following information:—
        (i) background of the end place(s);
        (ii) rationale for the subscription; and
        (iii) confirmation that the end place(s) and its(their) directors and substantial shareholders (if applicable) have no connections (including any business relationship) with the issuer and its directors and substantial shareholders.

      • Appendix 8.2 Disclosure Requirements for Rights Issues or Bought Deals

        Cross-referenced from Rules 607, 814(1) and 1015(5)(d)

        (1) Apart from providing the information prescribed by the law, an issuer that is required to comply with the abridged prospectus requirements in the SFA must also provide the information set out in paragraphs 3(a), (b) and, if applicable, (c) below.
        (2) An issuer that is not required to comply with the abridged prospectus requirements in the SFA is required to provide the same disclosures in its offering circular as an issuer that is required to comply with the SFA. The issuer is also required to provide the information set out in paragraph (3)(a), (b), (d) and, if applicable, (c) below in its offering circular.
        (3) The following information must be included in the abridged prospectus or offering circular, where applicable, OR announced separately before trading of nil-paid rights commences:—
        (a) On the cover page of abridged prospectus or offering circular:—

        Either (i) and (ii), or (iii) as applicable:—
        (i) a statement that the issuer has made an application to SGX-ST for permission to list the securities which are the subject of the rights issue or bought deal and that acceptance of applications will be conditional upon issue of the securities and SGX-ST's approval being granted to list the securities;
        (ii) a statement that monies paid in respect of any application accepted will be returned if permission is not granted;
        (iii) a statement that approval in-principle has been obtained from SGX-ST for listing of new securities arising from the rights issue or bought deal, which will commence after all securities certificates have been issued and the allotment letter from the CDP has been dispatched.
        Both (iv) and (v):—
        (iii) a statement that the approval in-principle granted by SGX-ST is not to be taken as an indication of the merits of the issue, the issuer, its subsidiaries or the securities.
        (iv) a statement that SGX-ST assumes no responsibility for the accuracy of any of the statements made, reports contained and opinions expressed in this document.
        (b) Working Capital

        A review of the working capital for the last three financial years and the latest half year, if applicable.
        (c) Convertible Securities
        (i) Where the rights issue or bought deal involves an issue of convertible securities, such as company warrants or convertible debt, the information in Rule 832;
        (ii) Where the rights issue or bought deal is underwritten and the exercise or conversion price is based on a price-fixing formula, to state that the exercise or conversion price must be fixed and announced before trading of nil-paid rights commences.
        (d) Responsibility Statement by the Financial Adviser

        A responsibility statement by the financial adviser in the form set out in paragraph 3.1 of Practice Note 12.1.

        Amended on 29 September 2011.

      • Appendix 8.3.1 Daily Share Buy-Back Notice

        Cross-referenced from Rule 886(2)

        1 Share Buy-Back Authority

        Maximum number of shares authorised for purchase
        2 Details of Purchases Made
        (a) Purchases made by way of market acquisition

        1. Date of Purchases  


        2.
        (a) Total number of shares purchased
        (b) Number of shares cancelled
        (c) Number of shares held as treasury shares
         
        3.
        (a) Price paid per share or
        (b)
        •  Highest price per share
        •  Lowest price per share
         
        4. Total consideration (including stamp duties, clearing charges, etc) paid or payable for the shares  



        (b) Purchase made by way of off-market acquisition on equal access scheme

        1. Date of Purchases  


        2.
        (a) Total number of shares purchased
        (b) Number of shares cancelled
        (c) Number of shares held as treasury shares
         
        3. Price paid or payable per share  


        4. Total consideration (including stamp duties, clearing charges, etc) paid or payable for the shares  


        3 Cumulative Purchases

          By way of market acquisition By way of off-market acquisition on equal access scheme Total
          Number %1 Number % Number %
        Cumulative number of shares purchased to date2  


         


         


         


         


         


        4

        Number of issued shares excluding treasury shares and subsidiary holdings after purchase  

        Number of treasury shares held after purchase  

        Number of subsidiary holdings after purchase  


        1 Percentage of company's issued shares excluding treasury shares and subsidiary holdings as at the date of the share buy-back resolution.

        2 From the date on which the share-buyback mandate is obtained.

        Amended on 31 March 2017.

      • Appendix 8.3.2 Daily Share Buy-Back Notice

        (for issuers with a dual listing overseas)

        Cross-referenced from Rule 886(2)

        Name of Overseas Exchange if Company has Dual Listing: ___________________

        1 Share Buy-Back Authority

        Maximum number of shares authorised for purchase
        2 Details of Purchases Made
        (a) Purchases made by way of market acquisition

            Singapore Exchange Overseas Exchange
        1. Date of Purchases  



         



        2.
        (a) Total number of shares purchased
        (b) Number of shares cancelled
        (c) Number of shares held as treasury shares
           
        3.
        (a) Price paid per share or
        (b)
        •  Highest price per share
        •  Lowest price per share (specify currency)
           
        4. Total consideration (including stamp duties, clearing charges, etc) paid or payable for the shares  



         



        (b) Purchase made by way of off-market acquisition on equal access scheme

            Singapore Exchange Overseas Exchange
        1. Date of Purchases  



         



        2.
        (a) Total number of shares purchased or agreed to be purchased
        (b) Number of shares cancelled
        (c) Number of shares held as treasury shares
           
        3. Price paid or payable per share (specify currency)  



         



        4. Total consideration (including stamp duties, clearing charges, etc) paid or payable for the shares  



         



        3 Cumulative Purchases

          By way of market acquisition By way of off-market acquisition on equal access scheme Total
          Number %1 Number % Number %
        Cumulative number of shares purchased to date2  


         


         


         


         


         


        4

        Number of issued shares excluding treasury shares and subsidiary holdings after purchase  

        Number of treasury shares held after purchase  

        Number of subsidiary holdings after purchase  


        1 Percentage of company's total number of issued shares excluding treasury shares and subsidiary holdings as at the date of the share buy-back resolution.

        2 From the date on which the share-buyback mandate is obtained.

        Amended on 31 March 2017.

      • Appendix 8.4.1 Application for Listing of Securities Arising from Exercise of Company Warrants/Convertible Preference Shares* Primary/Secondary* Listing

        Cross-referenced from Rules 870(2) and 880

        Name of Applicant:
        __________________________________________________________

        Application for listing of _______________________________________________ additional securities of $ ___________ each fully paid arising from the exercise of ______________ Company Warrants/Convertible Preference Shares*.

        1) State how the additional securities rank with existing securities.
        (If they do not rank pari passu, confirm that the new certificates have been endorsed accordingly, and provide a specimen copy of the endorsed certificate to the Exchange)
        2) In respect of each class of securities, provide the following details:—

        Class of security : ______________________

        Total number of issued shares excluding treasury shares Company Warrants/Convertible Preference Shares*
          Number $   Number $
        Before exercise

        Add: Issued pursuant to exercise
            Before exercise

        Less: Amount exercised
           
        After exercise  



         



        Amount outstanding  


         


        3 Total number and amount of Outstanding Convertible Loan Stock/Bonds*:
        $ ____________ (if more than one issue, give a breakdown)

        Outstanding Options: ____________________ shares/stock units*
        4 We confirm that the Company Warrants/Convertible Preference Shares* were exercised in compliance with the terms of the Deed Poll dated _____________ .

        Name: Authorised Signature:



        ________________________



        _______________
        Designation: Date:



        _________________



        _______________

        Enclosures:

        (a) A copy of the Return of Allotment (Form 24) (if any) filed with the Registrar of Companies and Businesses.
        (b) Confirmation of despatch of Share/Stock Certificates.
        (c) Cheque for any additional listing fee, if applicable.
        (d) Letter of approval from the Home Exchange granting listing and quotation to the new shares/stock units.

        Note: (a) and (b) are not applicable to secondary listing applications.
        (d) is not applicable to primary listing applications.

        * Delete where applicable.

      • Appendix 8.4.2 Application for Listing of Securities Arising from Convertible Loan Stocks/Bonds* — Primary/Secondary* Listing

        Cross-referenced from Rules 870(2) and 880

        Name of Applicant: __________________________________________________________

        Application for listing of __________________________________________ additional securities of $ ________________ each fully paid arising from the exercise of ____________________ Loan Stocks/Bonds*.

        1) State how the additional securities rank with existing securities.
        (If they do not rank pari passu, confirm that the certificates have been endorsed accordingly, and provide a specimen copy of the endorsed certificate to the Exchange)
        2) In respect of each class of securities, furnish the following details:—

        Class of security : ______________________

        Total number of issued shares excluding treasury shares Convertible Loan Stocks/ Bonds*
          Number $   Number $
        Before conversion

        Add: Issued pursuant to conversion
            Before conversion

        Less: Amount converted
           
        After conversion  



         



        Amount outstanding  



         



        3 Total number and amount of Outstanding Company Warrants/Convertible Preference Shares: $ ____________ (if more than one issue, give a breakdown)

        Outstanding Options: ____________________ additional securities
        4 We confirm that the abovesaid Convertible Loan Stocks/Bonds* were converted in compliance with the terms of the Trust Deed dated _______________________ .

        Name: Authorised Signature:



        ________________________



        _______________
        Designation: Date:



        _________________



        _______________

        Enclosures:

        (a) A copy of the Return of Allotment (Form 24) (if any) filed with the Registrar of Companies and Businesses.
        (b) Confirmation of despatch of Share/Stock Certificates.
        (c) Cheque for any additional listing fee, if applicable.
        (d) Letter of approval from the Home Exchange granting listing and quotation to the new shares/stock units.

        Note: (a) and (b) are not applicable to secondary listing applications.
        (d) is not applicable to primary listing applications.

        * Delete where applicable.

      • Appendix 8.4.3 Application for Listing of Securities Arising from Options Exercised Under an Employees' Share Option Scheme — Primary/Secondary* Listing

        Cross-referenced from Rules 870(2) and 880

        Name of Applicant __________________________________________________

        Application for listing of ____________________________ additional securities of $ ___________ each fully paid arising from _____________________ options exercised under the Employees' Share Option Scheme (the "Scheme").

        1. State how the additional securities rank with existing securities.

        (If they do not rank pari passu, confirm that the certificates have been endorsed accordingly, and provide a specimen copy of the endorsed certificate to the Exchange)
        2. In respect of each class of securities, provide the following details:—

        Class of security : ______________________

        Total number of issued shares excluding treasury shares Options granted and outstanding
          Number $   Number $
        Before exercise

        Add: Issued pursuant to exercise
            Before exercise

        Less: Amount exercised
           
        After exercise  



         



        Amount outstanding  



         



        3 Outstanding Company Warrants/Convertible Preference Shares* : _________________ (if more than one issue, give a breakdown)

        Total number and amount of Outstanding Convertible Loan Stock/Bonds*
        :$ _________________ (if more than one issue, give a breakdown)
        4 We confirm that the attached list of options were granted and exercised in compliance with the terms of the Scheme approved by shareholders at the Extraordinary General Meeting held on _____
        Name: Authorised Signature:



        ________________________



        _______________
        Designation: Date:



        _________________



        _______________

        Enclosures:

        (a) A copy of the Return of Allotment (Form 24) (if any) filed with the Registrar of Companies and Businesses.
        (b) Confirmation of despatch of Share/Stock Certificates.
        (c) Cheque for any additional listing fee, if applicable.
        (d) Letter of approval from the Home Exchange granting listing and quotation to the new shares/stock units.

        Note: (a) and (b) are not applicable to secondary listing applications.
        (d) is not applicable to primary listing applications.

        * Delete where applicable.

      • Appendix 8.4.4 Application for Listing and Quotation of Securities to be Issued Pursuant to a Scrip Dividend Scheme — Primary/Secondary* Listing

        Cross-referenced from Part IX of Chapter 8

        Name of Issuer: ____________________________________________________________

        No. of ordinary shares to be listed: _______________________________________________

        Shares issued in respect of dividend announced on : __________________________________

        Ranking of shares: ____________________________________________________________
        (if they do not rank pari passu, confirm that the new certificates have been endorsed accordingly, and provide a specimen copy of the endorsed certificate to the Exchange)

        For issuers with a primary listing on SGX

        Issue Price: __________________________________________________________________

        The shares are issued pursuant to (tick one as appropriate):—

        Specific shareholder approval obtained for the adoption of the Scrip Dividend Scheme on [Date of general meeting]; OR

        Specific annual shareholder approval obtained for the issue of shares pursuant to the Scrip Dividend Scheme on [Date of general meeting] under Section 161 of the Act; OR

        Shareholder approval obtained for the share issue mandate obtained pursuant to Listing Rule 806 on [Date of general meeting].

        (a) No. of shares at the time of mandate obtained
        (b) 20% of (a) [non-pro rata limit applicable under Rule 806]
        (c) Less: No. of shares previously issued under the mandate
        (d) Less: No. of shares to be issued for this dividend declared
        (e) No. of shares available under the mandate (b) – [(c)+(d)]

        The Board of Directors confirms that:—

        (a) The Scrip Dividend Scheme is in force and it complies with the Exchange's listing requirements; and
        (b) The issue price above has been determined in accordance with the Exchange's listing rules; and
        (c) Where the shares are issued under the share issue mandate, the general share issue mandate obtained pursuant to Listing Rule 806 mentioned above is valid, available and sufficient for the issue of shares for this dividend declaration.

        Enclosures:—

        (1) A copy of the Return of Allotment (if any) filed with the relevant authority for the issue of the shares;
        (2) Confirmation of despatch of Share / Stock Certificates;
        (3) Cheque for additional listing fee;
        (4) Letter of approval from the Home Exchange granting listing and quotation to the new shares

        Note:—

        (a) Enclosures (1) and (2) are applicable for primary listings only
        (b) Enclosure (4) is applicable for secondary listings only
        (c) Form must be submitted to CDP by 12 noon, 2 market days before listing date

        Name: ____________________________________
        Authorised Signature: ________________________

        Designation: _______________________________
        Date: _____________________________________

        Added on 29 September 2011.

      • Appendix 13.1 Notice of 3 Consecutive Years' Losses

        (Cross-referenced from Rule 1312 and Practice Note 13.2)

        Name of Issuer:_________________________ hereby gives notice that:

        (i) it has recorded pre-tax losses for the three (3) most recently completed consecutive financial years (based on audited full year consolidated accounts; and
        (ii) its latest 6-month average daily market capitalisation as at ______________ is ______ .

        The Company wishes to draw investors' attention to Rule 1311(1) of the Listing Manual which states that the Exchange will place an issuer on a watch-list if it records pre-tax losses for the three (3) most recently completed consecutive financial years (based on audited full year consolidated accounts); and an average daily market capitalisation of less than S$40 million over the last 6 months.

        Investors should also note that pursuant to Practice Note 13.2 Paragraph 2.1, the Exchange conducts quarterly reviews to identify issuers to be included on the watch-list. The quarterly review will take place on the first market day of March, June, September and December of each year. The Company will make an immediate announcement should it be notified by the Exchange that it will be placed on the watch-list.

        Amended on 1 March 2016.

    • Practice Notes

      • Practice Note 1.2 Oversight of Issuers

        Details Cross References
        Issue date: 25 February 2004

        Effective date: 1 March 2004
        Chapter 1

        1. Introduction

        1.1 This Practice Note discusses the Exchange's role in the current disclosure based regulatory regime and its approach to regulating issuers.

        2. Disclosure-Based Regulatory Regime and the Exchange's Role

        2.1 In October 1998, the Corporate Finance Committee ("CFC") initiated a shift from a merit-based regulatory regime to a predominantly disclosure-based regulatory regime. A disclosure-based regime is premised on the principle that, in general, informed investors can protect themselves. It recognizes that the market is better placed than regulators to decide on the merits of transactions.
        2.2 In a disclosure-based regime, the principal function of the Exchange is to provide a fair, orderly and efficient market for the trading of securities. In this regard, the Exchange considers disclosure as fundamentally important. The listing rules and the Exchange's regulation of issuers are aimed at promoting, among other things, full, accurate and timely disclosure. The underlying principles of the listing rules include:
        (i) issuers shall have minimum standards of quality, operations, management experience and expertise;
        (ii) investors and their professional advisers shall be given all information that they would reasonably require to make an informed assessment of the securities for which listing is sought;
        (iii) issuers shall disclose information if a reasonable person would expect that information to have a material effect on the price or value of their listed securities;
        (iv) all holders of listed securities shall be treated fairly and equitably; and
        (v) directors of an issuer shall act in the interests of shareholders as a whole, particularly where a director or substantial shareholder has a material interest in a transaction entered into by the issuer.

        3. Regulatory Objectives

        3.1 Oversight of listed companies is performed by Issuer Regulation ("IR"), part of the Risk Management and Regulation Group. IR aims to establish rules to promote a high standard of corporate governance and transparency by listed companies. IR monitors compliance with its rules.
        3.2 In considering applications for listing, IR reviews applications for listing, prospectus, offering memoranda, shareholders' circulars and other documents. IR's review is limited to ensuring that all relevant requirements for listing are satisfied. The directors of an issuer have primary responsibility for the accuracy and completeness of the document. While IR does not independently verify the information in the document, it may investigate if it has reason to believe that there is an omission from, or false or misleading disclosure in, the document.
        3.3 Where continuing disclosure obligations are concerned, IR aims to promote full and timely disclosure of all relevant information by the issuer to the market. The directors of an issuer have primary responsibility for the timeliness, accuracy and completeness of the announcement. While IR does not independently verify the information in the announcement, it may investigate if it has reason to believe that there is an omission from, or false or misleading disclosure in, the announcement.

        4. Regulatory Approach

        4.1 IR currently reviews every disclosure document prior to its issue. The objective of the review is to maintain the standard of disclosure (but not to exercise merit judgment on the transactions). IR also monitors reports by media and announcements made by issuers.
        4.2 However, responsibility for meeting the standard of disclosure rests on the issuer not IR. With effect from 1 March 2004, IR will adopt a more risk-based approach to regulating issuers. Under this approach, greater regulatory attention is focused on areas that pose significant risks and where market transparency, integrity or investor protection may be compromised if the risks materialize. In determining the low- and high-risk areas, IR has assessed the likelihood of a risk materializing and the impact it may have on IR's ability to meet its objectives. The Exchange will monitor the situation on an on-going basis, and if warranted, low-risk areas may be reclassified as high-risk areas and vice versa.
        4.3 Under this approach, IR will make the following changes to its functions:—

        Function Current Procedure New Procedure
        1. Review of shareholders' circulars Review every circular of every issuer before it is issued. Limited review of circulars where the disclosure is fairly standard (namely employee share option scheme, share buy-back, capitalization, sub-division of shares and scrip dividend). If, on limited review, the document is clearly deficient, a full review will be carried out.
        Full review for all other circulars.
        2. Review of takeover documents. Review every document of every issuer before it is issued. No review. IR may act on a complaint or if it believes there may be non- compliance.
        3. Review of offering memoranda for debt securities Review every document of every issuer before it is issued. No review if debt securities are offered, and the secondary market is limited, to institutional and sophisticated investors. IR may act on a complaint or if it believes there may be non-compliance.
        4. Review of quarterly, half-yearly and full year results announcements Review every results announcement of every issuer for every reporting period after it is issued. Selective review of results announcements. The decision to review will be based on the issuer's financial condition, past incidence of non-compliance or inadequate disclosure, and whether it is a newly-listed issuer.
        5. Review of annual report and Code of Corporate Governance Review every annual report of every issuer (including corporate governance disclosures) after it is issued. Limited review of every annual report, focusing on key areas such as audit qualifications, public float and interested person transactions.

        No review of corporate governance disclosures in the annual report. (This change has been implemented with effect from 6 May 2003.)
        6. Review of notification of directors' or substantial shareholders' interests Review every notification of every issuer after it is announced No review. IR may act on a complaint or if it believes there may be non-compliance
        4.4 If IR receives a complaint that a document referred to in paragraph 4.3 is deficient, it will review the document.
        4.5 This approach does not reduce the obligation to comply with the listing rules, but puts the responsibility for compliance squarely on the issuer.
        4.6 Remedial action may be taken against issuers for an omission, false or misleading disclosure, or non-compliance with listing rules; and advisers who are found not to have exercised due care and diligence.
        4.7 This approach will improve regulatory efficiency and effectiveness, and is consistent with a disclosure-based regime where the issuers are responsible for compliance with the rules and to make full and timely disclosure. It is also in line with the CFC's view that, in a disclosure-based regulatory regime, enforcement would be carried out by review of disclosure after the documents are issued and, where necessary, some pre-vetting of documents to maintain the standard of disclosure.

        Amended on 29 September 2011.

      • Practice Note 2.1 Equity Securities Listing Procedure

        Details Cross References
        Issue date: 7 January 2004
        17 May 2004
        7 June 2006

        Effective date: 8 January 2004
        1 June 2004
        1 September 2006
        Chapter 2

        1. Introduction

        1. This Practice Note explains:
        •   the Exchange's procedure in granting listing,
        •   the circumstances under which the Exchange may withdraw the eligibility-to-list letter,
        •   the principles in dealing with comments the Exchange occasionally receives from the public on listing applications,
        •   general duties regarding due diligence by sponsors and investigative reports,
        •   the sponsorship disclosure requirement post-listing,
        •   director's training and connection to Singapore.

        2. Exchange's Procedure

        2.1 When the Securities & Futures (Offers of Investments)(Shares and Debentures) Regulations 2002 came into effect on l July 2002, the Exchange's approach in reviewing new listing applications changed. The Exchange moved from a merit-based regime towards a disclosure based regime. Hence, we now concentrate on reviewing the listing application for compliance with the listing requirements (including specific numerical standards and qualitative factors such as the integrity of the management and controlling shareholders of the listing applicants) and disclosure (for trading in the secondary market). The Exchange does not judge (and has never judged) whether the investment would be a good one for investors.
        2.2 Based solely on the information provided, including representations made at the time of application and in response to any queries from the Exchange, a conditional eligibility-to-list ("ETL") letter will be issued when it appears to the Exchange that the application satisfies the listing requirements. Listing will not be permitted until all conditions set out in the ETL letter have been satisfied.
        2.3 The Exchange may withdraw the ETL letter at any time and in its absolute discretion before the listing, if:—
        a. it subsequently becomes aware of any information that is likely to materially affect the issuer's eligibility for a listing. In particular, circumstances having that effect include those that have an adverse material impact on the operations and viability of the issuer or may cast doubt on the integrity of the directors, its management or controlling shareholders; or
        b. information submitted at the time of application was false or misleading or there is a material omission whether or not such omission was intentional; or
        c. any subsequent material adverse event occurs that renders the issuer not meeting the listing requirements.

        3. Comments Received

        3.1 The Exchange will give consideration to comments received on the listing application or prospectus from the public (whether anonymous or not).
        3.2 All comments will be forwarded to the issue manager.
        3.3 If the comments are anonymous, it would be up to the issue manager to take such actions as it deems fit. However, the Exchange may require the issue manager to investigate and report its findings to the Exchange if:—
        a. credible material comments regarding the financial information or operations of the issuer are supplied that may affect on the issuer's eligibility for a listing; or
        b credible material comments supported by evidence are supplied, in particular, comments regarding the integrity of the directors, management or controlling shareholders.
        3.4 If the comments are not anonymous and appear credible and material, the Exchange will normally expect the issue manager to investigate and report its findings to the Exchange. The Exchange may also carry out its own investigation and, where appropriate, enter into correspondence with the person who sent the comments.
        3.5 The Exchange may delay the listing until it is satisfied with the findings. The Exchange is not obliged to disclose any findings or its conclusion.
        3.6 Where the prospectus has been lodged with the Monetary Authority of Singapore ("MAS"), the Exchange will forward a copy of any comments and the issue manager's findings to the MAS for its consideration on whether to register the prospectus.

        4. Due Diligence

        4.1 Listing Rule 114 states two principles:
        a. that an issue manager is expected to exercise due care and diligence in ensuring the completeness and accuracy of the information contained in an application, and
        b. that an issue manager must ensure that the Exchange is informed of all matters which should be brought to its attention.
        4.2 Issue managers must exercise their own judgment on the nature and extent of due diligence work needed to satisfy themselves and the Exchange. As a sponsor, an issue manager must have knowledge of all relevant facts and circumstances concerning an applicant's ability to meet the Exchange's listing requirements. This means that the issue manager will have taken all reasonable steps to verify the facts and, if requested, will readily be able to confirm them to the Exchange. It also means that the issue manager must be in a position to confirm and substantiate its opinions, such as in respect of the integrity of the management and controlling shareholders, or the applicant's viability, or that the accounts are genuine and conform to applicable standards.
        4.3 Issue managers are also encouraged to continually review their due diligence procedures to see how they might be refined or improved.
        4.4 The failure of an issue manager to discharge its obligations to the satisfaction of the Exchange may result in the Exchange taking such action as it thinks appropriate, including requiring the applicant to find a new issue manager as its sponsor for the listing, imposing conditions on the submission of the application by the issue manager, and censuring the issue manager (publicly or privately). If the Exchange loses confidence generally that an issue manager is properly discharging its obligations, the Exchange may decline to accept any applications sponsored by it.

        5. Verification

        5.1 One aspect of an issue manager being able to satisfy the Exchange that it has conducted due diligence may be the existence of independently-sourced information, by a reputable agent, on the applicant or its management or controlling shareholders. The Exchange may request an issue manager to show it the results of any independent verification undertaken.
        5.2 Without affecting the issue manager's obligation to undertake due diligence, the Exchange may conduct checks using an agency it appoints. This would not normally increase the processing time for the application or add materially to the overall costs of the IPO. The cost would be borne by the applicant. If the Exchange undertook such a check, it would be likely to involve (as circumstances warranted) —
        a. 2 or 3 key persons, and their personal and business backgrounds and integrity, role in the applicant's business, interests in other companies, and any criminal or other records or links to money laundering or organized crime.
        b. the applicant's history, structure, accounts, business reputation and development, its related companies, its other businesses, and the influence of key persons.

        6. Foreign Applicants' Connection to Singapore

        6.1 The Exchange looks at the connection to Singapore of every foreign applicant. This is to ensure sufficient local representation and the ability to take steps in the event of a problem. Rule 221 requires a foreign issuer to have a certain minimum number of resident directors. To meet the objective of sufficient connection, residence means either citizenship or permanent residence status.
        6.2 The assessment of an applicant's connection to Singapore is made on a case-by-case basis, and depends on all the circumstances. In addition to Rule 221, the Exchange may ask the applicant also to install company secretarial functions here.

        7. Compliance Adviser

        7.1 The Exchange may require an applicant to appoint a compliance adviser for a specified period of time after listing.
        7.2 The Exchange may require an issuer to appoint a compliance adviser if it breaches the listing rules, particularly if the breaches are repeated or give rise to concerns about the issuer's compliance arrangements.
        7.3 The compliance adviser is expected to advise the board on the applicable rules and regulations. The Exchange would normally accept a lawyer, a corporate finance adviser or other professional parties, who are familiar with the rules and regulations applicable to a listed company, to be a compliance adviser.

        Amended on 29 September 2011.

      • Practice Note 2.2 Global Depository Receipts

        Details Cross References
        Issue date: 21 June 2006

        Effective date: 22 June 2006
        Listing Rule
        Chapter 2 Part XII

        1. Introduction

        1.1 This Practice Note provides guidance on the documents to be submitted in connection to the issue of global depository receipts.

        2. Documents to be Submitted as Part of the Listing Application

        2.1 The offering memorandum, introductory document or a listing document ("listing documents"), whichever is applicable, in connection with an issue of global depository receipts for which listing is sought.
        2.2 Listing documents must contain the information that accredited and institutional investors and their professional advisors would reasonably require taking into account market practice. The listing document must include the following information:—
        (a) audited annual (consolidated) financial statements for the 3 most recent completed financial years or less where applicable, such as where the corporation exists for less than 3 years. Audited financial statements may be prepared in accordance to Singapore Financial Reporting Standards ("SFRS"), International Financial Reporting Standards ("IFRS"), US Generally Accepted Accounting Principles ("US GAAP"), or the foreign corporation's national law and national accounting standards;
        (b) any significant developments in the corporation's financial position or material information contained in the announcements made to the home exchange since the date of the latest audited financial statements; and
        (c) a description of the principal features of the global depository receipts.
        2.3 Confirmation by the corporation that it accepts responsibility for the information provided in the Listing documents, and the Listing documents contains the information that accredited and institutional investors and their professional advisors would reasonably require taking into account market practice.
        2.4 The memorandum and articles of association or other constituent documents, if any (incorporating all amendments made to date).

        3. Documents to be Submitted After Approval In-Principle

        3.1 After the corporation receives approval in-principle from the Exchange, the following documents must be submitted before the listing of the securities:—
        (a) The signed listing undertaking in the form set out in Appendix 2.3.1;
        (b) The signed issue documents, such as the depository agreement (as applicable);
        (c) The required number of copies of the listing documents; and
        (d) Such other documents (if any) as stipulated in the approval in-principle letter.

        Amended on 29 September 2011.

      • Practice Note 3.1 Term Sheet For Debentures and Funds

        Details Cross References
        Issue date: 20 June 2011

        Effective date: 1 August 2011
        Chapter 3 and 4

        1. Introduction

        1.1 This Practice Note provides guidance on the information to be included in a term sheet issued in connection with a listing, where the offer is not accompanied by an MAS-registered prospectus, of:
        (1) debentures in the form of debentures or units of debentures issued pursuant to a securitisation transaction ("asset-backed securities"), exchange traded notes ("ETNs") and structured notes; and
        (2) funds (including collective investment schemes1 ("CIS") and exchange-traded funds ("ETFs")).

        2. Term sheets

        2.1 The term sheet should highlight key features and risks of the investment product to investors in a clear and concise manner in the formats provided below. The term sheets should not contain any information that is:
        (1) not included in the listing documents; or
        (2) false or misleading.
        2.2 An indicative term sheet should be submitted to SGX-ST at the time of the submission of the listing application and the final term sheet should form part of the listing documents to be made available to investors.
        3. Format for term sheets
        3.1 This section sets out the formats for the term sheets of listed debentures and funds (including collective investment schemes and exchange traded funds). Issuers are responsible for preparing the term sheets in accordance with the guidelines and formats provided in this Practice Note.
        3.2 Issuers should answer the questions provided in the templates in clear and simple language that investors can easily understand. Issuers should avoid using technical terms in the term sheet. Where technical terms are unavoidable, issuers should attach a glossary to the term sheet to explain these technical terms.
        3.3 The use of diagrams such as graphs, charts, flowcharts, tables or numerical explanations to explain structures or payoffs of the investment products to investors is encouraged.
        3.4 Information in the term sheets should be presented in a font size of at least 10-point Times New Roman. It should not be longer than four pages. Diagrams and a glossary, if included, would not count towards the four-page limit. However, the term sheet including diagrams and the glossary should not exceed eight pages.
        3.5 Where the investment product has different features, the format for term sheets provided in this Practice Note should be used with necessary adaptations. When changes are made to the offering documents such as the introductory document, offering circular or information memorandum, the term sheet should be updated if the change has a material effect on the key features and risks of the investment product.
        3.6 Format for term sheet of debentures in the form of asset-backed securities, exchange traded notes and structured notes:—

        KEY TERMS SHEET

        Issuer's
        Company
        Logo


        [Name of Issuer]

        [NAME OF PRODUCT]
        •   The terms set out in this term sheet are a summary of, and are subject to the terms and conditions set out in the Issuer's offering document dated [dd/mm/yyyy] ("Offering Document") and any other listing documents issued by the issuer for the purpose of this listing (the "Listing Documents").
        •   If you are in doubt whether the product is suitable for you, please consult your financial advisers or such advisers to the extent you consider necessary.
        •   Please read the Listing Documents and this term sheet carefully. You should not invest in the product if you do not understand the risks or are not willing to assume the risks.
        A. PRODUCT DETAILS
        SGX counter name (SGX stock code)   SGX-ST Listing Date dd/mm/yyyy
        Product Type   Maturity Date dd/mm/yyyy Issue Price
        Issue Price   Annualised Maximum loss [in % term]
        Name of Guarantor   Annualised Maximum gain [in % term]
        Capital Guaranteed [Yes/No] Callable by Issuer [Yes/No]
        Traded Currency SGD /USD / AUD Underlying Reference Asset  
        Board Lots   Name of Market Maker  


        B. INFORMATION ON THE ISSUER / GUARANTOR / KEY SWAP COUNTERPARTIES (IF APPLICABLE)
        Name of Issuer  
        Credit Rating of the Issuer Moody's Investors Service Inc.:
        Standard & Poor's Ratings Group:
        Fitch Ratings Ltd., London:
        Name of Guarantor (if any)  
        Credit Rating of Guarantor (if any) Moody's Investors Service Inc.:
        Standard & Poor's Ratings Group:
        Fitch Ratings Ltd., London:
        Issuer / Guarantor Regulated by  
        Issuer's / Guarantor's Website and any other Contact Information  
        Name of Key Swap Counterparties (if applicable)  
        Credit Rating of the Key Swap Counterparties (if applicable) Moody's Investors Service Inc.:
        Standard & Poor's Ratings Group:
        Fitch Ratings Ltd., London:


        C. INFORMATION ON THE TRUSTEE / CUSTODIAN
        Name of Trustee / Custodian  
        Regulated by  
        Trustee / Custodian's Website and any other Contact Information  


        D. PRODUCT SUITABILITY
        WHO IS THE PRODUCT SUITABLE FOR?
        •   This product is only suitable for investors who:
        •   [State return objectives (eg. capital growth/income/capital preservation) which the product will be suitable for]
        •   [State if the principal will be at risk]
        •   [State how long investors should be prepared to hold the investment for, and highlight any lock-in periods or issuer-callable features]
        •   [State other key characteristics of the product which will help investors determine whether the product is suitable for them]
        Example:
        •   The Notes are only suitable for investors who:
        •   want regular income rather than capital growth
        •   are prepared to lose their principal investment if the Issuer fails to repay the amount due under the Notes; and
        •   are prepared to hold their investment for the full X years. However, after Y years the product may be callable by the issuer.
        Further Information

        Refer to the "[Relevant Section]" on Pg XX of the Offering Document for further information on product suitability.
        E. KEY PRODUCT FEATURES
        WHAT ARE YOU INVESTING IN?

        [State key features of the product, such as the legal classification of the product, payoff and factors determining the payoff, underlying securities and whether and how they would affect the payoff, any capital guarantee, etc. Include a diagram of the structure of the product, if necessary.]

        Example:
        •   You are investing in a X-year equity-linked structured note in which you may receive quarterly coupons between W% and Y% p.a. issued by [name of issuer of the Notes].
        •   During the term of the investment, the issuer agrees to pay you quarterly coupons which depend on the share price performance of:
        •   Company A
        •   Company B
        •   Company C
        •   The amount of coupons is calculated as follows:
        •   [Formula for calculation of coupons]
        •   At maturity, the issuer agrees to pay you 100% of your principal investment, unless [list circumstances where investor may not receive 100% of principal investment]
        •   The product is secured by [type of underlying securities] issued by [name of issuer of underlying securities].
        Refer to the "[Relevant Section]" on Pg XX of the Offering Document for further information on features of the product, including how redemption amount is calculated.
        Possible Outcomes
        WHAT WOULD YOU GAIN OR LOSE IN DIFFERENT SITUATIONS?
        •   Best case scenario:
        •   [Describe payoff to investor in best case scenario and factors that could lead to this scenario.]
        •   Worst case scenario:
        •   [Describe payoff to investor in worst case scenario and factors that could lead to this scenario.]
        •   Other possible scenarios:
        •   [Describe payoff to investor in other possible scenarios and factors that could lead to this scenario. Include scenario where issuer calls the debenture if applicable.]
         
        F. KEY RISKS
        WHAT ARE THE KEY RISKS OF THIS INVESTMENT?

        [State key risks which are either commonly occurring events, or which may cause significant losses if they occur, or both. While the risks may overlap into multiple categories below, there is no need to repeat the same risk in more than one section. Product-specific market or liquidity risks should be included under the market or liquidity risks section respectively. Where there is a risk that an investor may lose all of his initial principal investment, emphasise this with bold or italicised formatting.]

        These risk factors may cause you to lose some or all of your investment:
        Refer to the "[Relevant Section]" on Pg XX of the Offering Document for further information on risks.
        Market and Credit Risks
        [State market risks (including currency risks) and counterparty risks which may result in the loss of capital or affect the payoff of the investment and their consequences.] Example:
        •   You are exposed to the credit risk of [name of issuer].
        •   The Notes are debt obligations of [name of issuer]. If [name of issuer] is unable to fulfil its obligations under the Notes, you may lose all your principal investment.
        Liquidity Risks
        [State the risks that an investor would face in trying to exit the product, eg: illiquid secondary market, limitations on redemption or factors that may delay the payment of redemption proceeds.]

        Example:
        •   The Notes may have limited liquidity.
        •   Trading market for the Notes may not exist at any time and the secondary market may not provide enough liquidity to trade or sell the Notes easily. If you exit from your investment before maturity, you may receive an amount which is substantially less than your principal.
         
        Product Specific Risks
        [State product structure-related risks which may result in capped upside potential, unfavourable pricing if redeemed before maturity, potential legal risks, etc] Example:
        •   The Issuer is established overseas.
        •   If the Issuer becomes insolvent or is the subject of a winding-up or liquidation order or similar proceedings, the insolvency laws in the country in which it is incorporated would apply. The process of making a claim under the foreign law may be complex and time-consuming.
        •   The underlying securities are held overseas.
        •   There may be difficulties realising the underlying securities which are held overseas. Even if the underlying securities are realised, the foreign law may not recognize that the payments to you should be made before other claimants and creditors.
        If the Issuer has to redeem the notes early, due to taxation and other reasons, you may receive less than your principal investment.
        G. FEES AND CHARGES
        WHAT ARE THE FEES AND CHARGES OF THIS INVESTMENT?

        [State all fees and charges paid/payable to the product providers. If product providers do not charge a fee, describe briefly how product providers will profit from the sale of the Notes. Indicate if the fees are payable once-off or on a recurring basis. If fees may later be increased or new fees introduced, such as fees related to the unwinding of investments, state so here.]

        Example:
        •   The fees for any series of the Notes is calculated using the formula below:
         
        •   The product providers make a profit through the structuring of the Notes. This profit is factored into the risk and return of the Notes.
        Refer to the "[Relevant Section]" on Pg XX of the Offering Document for further information on fees and charges.
        3.7 Format for term sheet of funds (including collective investment schemes and exchange traded funds):—

        KEY TERMS SHEET

        Issuer's
        Company
        Logo


        [Name of Issuer]

        [NAME OF PRODUCT]
        •   The terms set out in this term sheet are a summary of, and are subject to the terms and conditions set out in the Issuer's offering document dated [dd/mm/yyyy] ("Offering Document") and any other listing documents issued by the issuer for the purpose of this listing (the "Listing Documents").
        •   If you are in doubt whether the product is suitable for you, please consult your financial advisers or such advisers to the extent you consider necessary.
        •   Please read the Listing Documents and this term sheet carefully. You should not invest in the product if you do not understand the risks or are not willing to assume the risks.
        A. FUND DETAILS
        SGX counter name (SGX stock code) XX SGX-ST Listing Date dd/mm/yyyy
        Product Type Exchange-Traded Fund Underlying Reference Asset  
        Issuer   Investment Manager (if applicable)  
        Designated Market Maker   Expense Ratio (for Exchange-Traded Funds)  
        Traded Currency SGD /USD / AUD    


        B. INFORMATION ON THE ISSUER / KEY SWAP COUNTERPARTIES (IF APPLICABLE)
        Name of Issuer / Guarantor  
        Issuer / Guarantor Regulated by  
        Issuer's / Guarantor's Website and any other Contact Information  
        Name of Key Swap Counterparties (if applicable)  
        Credit Rating of the Key Swap Counterparties (if applicable)  


        C. INFORMATION ON THE TRUSTEE / CUSTODIAN
        Name of Trustee / Custodian  
        Regulated by by  
        Trustee / Custodian's Website and any other Contact Information  


        D. PRODUCT SUITABILITY
        WHO IS THE PRODUCT SUITABLE FOR?
        •   This product is only suitable for investors who:
        •   [State return objectives (eg. capital growth/income/capital preservation) which the product will be suitable for]
        •   [State if the principal will be at risk]
        •   [State other key characteristics of the product which will help investors determine whether the product is suitable for them, especially unique features eg: daily resetting of prices]
        Example:
        •   The Fund is only suitable for investors who:
        •   want capital growth rather than regular income;
        •   believe that the XXX Index will increase in value; and
        •   are comfortable with the greater volatility and risks of an equity fund.
        Further Information

        Refer to the "[Relevant Section]" on Pg XX of the Offering Document for further information on product suitability.
        E. KEY PRODUCT FEATURES
        WHAT ARE YOU INVESTING IN?

        [State key features of the product, such as the legal classification of the product, the broad investment objective of the product, whether it intends to offer regular dividends and when those are paid. Describe the underlying index, including how they would affect the payoff. Also describe how the payoff is calculated. Where the index has unique features of its construction or its payoff, describe these features, with the assistance of tables and diagrams if necessary.]

        Example:
        •   You are investing in an Exchange Traded Fund constituted in [Place of constitution] that aims to track the XXX index (the "Underlying Index") by entering into a derivative swap transaction with another party known as the swap counterparty.

        The Underlying Index is maintained by [Name of index sponsor] and represents the [eg: leading 500 large-cap companies in the U.S.] The index constituents are reviewed quarterly, and are diversified across all sectors.
        [Describe where an investor can find published figures for the value of the index eg: the index provider's website. Also describe where more details on the construction methodology or any unique features can be found.]
        Investment Objective / Strategy
        [Describe how the product intends to track the index/securities. For instance, if the product uses a representative sampling method or synthetic replication method, describe how this is carried out. If an investment strategy other than the direct investment method is used, explain why. Any processes and structures which introduce significant risk should be included in the description. Include diagrams of the structure of the product or pie charts of asset allocation as at a date near the date of the term sheet to show sectoral/country/asset type allocation, if applicable.]

        Example:
        •   In order to achieve the investment objective, the Fund may use either or both of the following methods:
        •   Method 1: Invest in a basket of securities (step 1 in the diagram on the next page) and exchange the performance of the basket of securities (step 2) with the swap counterparty for the performance of the Underlying Index (step 3). If the value of the basket of securities grows by 5% and the underlying index grows by 6%, the Fund will pay the swap counterparty 5% and the swap counterparty will pay the fund 6%. And/Or:

        •   Method 2: Pass the subscription proceeds received from investors to a swap counterparty (step 1 in the diagram below) in exchange for the performance of the Underlying Index (step 2). The counterparty will give collateral to the Fund which will be held by the Custodian (step 3).

        Refer to the "[Relevant Section]" on Pg XX of the Offering Document for the full diagrams of the structure of the Fund.
        F. KEY RISKS
        WHAT ARE THE KEY RISKS OF THIS INVESTMENT?

        [State key risks which are either commonly occurring events, or which may cause significant losses if they occur, or both. While the risks may overlap into multiple categories below, there is no need to repeat the same risk in more than one section. Product-specific market or liquidity risks should be included under the market or liquidity risks section respectively. Where there is a risk that an investor may lose all of his initial principal investment, emphasise this with bold or italicised formatting.]

        The value of the product and its dividends or coupons may rise or fall. These risk factors may cause you to lose some or all of your investment:
        Refer to the "[Relevant Section]" on Pg XX of the Offering Document for further information on risks of the product.
        Market and Credit Risks
        [State market risks (including currency risks) and counterparty risks which may affect the traded price of the product.]

        Example:
        •   Market prices for Units may be different from their Net Asset Value (NAV)
        •   The price of any Units traded on the SGX-ST will depend, amongst other factors, on market supply and demand, as well as the prevailing financial market, corporate, economic and political conditions, and their price may be different from the NAV of the Fund.
         
        Liquidity Risks
        [State the risks that an investor would face in trying to exit the product.]

        Example:
        •   You can redeem your Units with the manager only if you meet the minimum redemption amount of USD$100,000.
        •   The secondary market may be illiquid.
        •   You can sell your Units on the SGX. However, you may not be able to find a buyer on the SGX-ST when you wish to sell your Units. While the Fund intends to appoint at least one market maker to assist in creating liquidity for investors, liquidity is not guaranteed and trading of Units on the SGX-ST may be suspended in various situations.
        •   If the Units are delisted from the SGX-ST or if the CDP is no longer able to act as the depository for the Units listed on the SGX-ST, the Units in the investors' securities accounts with the CDP or held by the CDP will be compulsorily repurchased by the Market Maker at a price calculated by reference to the NAV of the Fund calculated as of the second Singapore trading day following the delisting date.
        Refer to the "[Relevant Section]" on Pg XX of the Offering Document for situations in which trading of units may be suspended.
        Product Specific Risks
        [State product-specific risks, which include structure-related risks, investment objective related risks, potential legal risks, potential risks leading to tracking errors etc]

        Example:
        •   You are exposed to counterparty risk related to derivative transactions
        •   The Fund may enter into derivative transactions (such as swap agreements) and be exposed to the risk that the counterparties to such transactions may default on their obligations. However, the Fund is required to limit its exposure to any single counterparty to 10% of its NAV.
        •   If the Swap Counterparty defaults on its obligations, you may sustain a loss on your investment in the Fund. The Fund limits its net exposure to the Swap Counterparty by obtaining collateral from the Swap Counterparty. In the event the Swap Counterparty defaults on its obligations, the value of the Fund will depend on the value of the collateral or basket of securities held.
        •   You are exposed to the risk that the USD will depreciate in value against the SGD.
        •   The Fund is denominated and traded in SGD whereas the underlying investments are denominated in USD. Therefore, investors may lose money if the USD were to depreciate against the SGD, even if the market value of the relevant underlying shares actually goes up.
        •   The Fund, Management Company and Custodian are not constituted in Singapore and are governed by foreign laws. Certain investments by the Fund such as swaps are also governed by foreign laws.
        •   Any winding up of these investments may involve delays and legal uncertainties for Singaporean investors.
        Refer to "[Relevant Section]" on Pg XX of the Offering Document for details on mitigating counterparty risk exposure in the swap agreements and what happens if the swap counterparty defaults.
        G. FEES AND CHARGES
        WHAT ARE THE FEES AND CHARGES OF THIS INVESTMENT?

        [State all fees and charges payable. This includes management fees, distribution fees, and any other substantial fees of more than 0.1% of NAV or of subscription value. Distinguish between fees payable via the investors' investments in the product and fees payable directly by the investors. Indicate if the fees are payable once-off or on a perannum basis. If fees may later be increased or new fees introduced, such as fees related to the unwinding of investments, state so here.]

        Example:

        Payable by the Fund from invested proceeds:

        Management Fee
        •   Up to 0.30% per annum; Currently 0.30% per annum
        Trustee Fee
        •   0.10% per annum
        Audit Fee, administrative expenses and other miscellaneous fees
        •   Up to 0.10% per annum


        Payable directly by you:
        •   For purchases and sales on the SGX-ST: Normal brokerage and other fees apply. Please contact your broker for further details.
        Refer to the "[Relevant Section]" on Pg XX of the Offering Document for further information on fees and charges.

        Added on 1 August 2011.


        1 In the case of CIS where multiple sub-funds are covered in a single listing document, a separate term sheet should be prepared for each sub-fund.

      • Practice Note 3.2 Seasoning of Debt Securities

        Details Cross References
        Issue date: 19 May 2016

        Effective date: 19 May 2016
        Part VI of Chapter 3

        1. Introduction

        1.1 This Practice Note provides guidance on the procedures and disclosure requirements applicable to debt securities to be listed on the Exchange for trading by non-specified investors under Part VI of Chapter 3.

        2. Procedures Applicable to the Seasoning of Debt Securities

        Application to List the Initial Issuance of Debt Securities on the Exchange for Seasoning

        2.1 An issuer will be assessed by the Exchange on its compliance with Rule 308 and Part VI of Chapter 3 at the time of its application to list the initial issuance of its debt securities for seasoning.
        2.2 The offer documents issued to specified investors, under the requirements of Rule 320(3) must be announced via SGXNET before the start of trading on the market day prior to the listing of the initial issuance of debt securities.

        Application for Confirmation that the Debt Securities are Eligible for Trading by Non-Specified Investors

        2.3 5 market days before the end of the seasoning period, the issuer is to seek confirmation from the Exchange that the debt securities are eligible for trading on the Exchange by non-specified investors. In its application, the issuer is to submit an undertaking that it continues to comply with the eligibility criteria in Rule 318. If the application is approved by the Exchange, the Exchange will issue a confirmation to the issuer confirming that the debt securities are eligible for trading by non-specified investors. The issue of the confirmation letter is at the Exchange's discretion.
        2.4 The issuer is to immediately announce via SGXNET:
        (a) that the Exchange has given confirmation that the debt securities are eligible for trading on the Exchange by non-specified investors;
        (b) the date of commencement of trading by non-specified investors, which will be within 7-20 market days after the receipt of the Exchange's confirmation; and
        (c) the documents required under Rule 320(4),
        upon receiving confirmation from the Exchange.

        Application to List Additional Debt Securities for Offer to Non-Specified Investors through a Re-Tap in conjunction with the Commencement of Trading of the Debt Securities by Non-Specified Investors

        2.5 5 market days before the end of the seasoning period, the issuer is to:
        (a) seek confirmation from the Exchange that the debt securities are eligible for trading on the Exchange by non-specified investors. In its application, the issuer is to submit an undertaking that it continues to comply with the eligibility criteria in Rule 318; and
        (b) submit the listing application for the listing and quotation on the Exchange of additional debt securities for offers to non-specified investors through a re-tap.
        2.6 The issuer is to immediately announce via SGXNET:
        (a) that the Exchange has given confirmation that the debt securities are eligible for trading on the Exchange by non-specified investors;
        (b) that the Exchange has granted approval-in-principle for the listing and quotation of additional debt securities offered to non-specified investors issued through the re-tap;
        (c) the date of commencement of trading by non-specified investors, which will be within 7-20 market days after the receipt of the Exchange's confirmation and approval-in-principle; and
        (d) the documents required under Rule 320(4),
        upon receiving confirmation and approval-in-principle from the Exchange.

        Application to List Additional Debt Securities for Offer to Non-Specified Investors through a Re-Tap after the Commencement of Trading of the Debt Securities by Non-Specified Investors

        2.7 Issuers may submit applications to list additional debt securities for offer to non-specified investors via a re-tap at any time after the date of commencement of trading on Exchange by non-specified investors. In its application, the issuer is to submit an undertaking that it continues to comply with the eligibility criteria in Rule 318.
        2.8 The issuer is to immediately announce via SGXNET:
        (a) that the Exchange has granted approval-in-principle for the listing and quotation of additional debt securities offered to non-specified investors issued through a re-tap;
        (b) the date of commencement of trading for the additional debt securities; and
        (c) the documents required under Rule 320(4),
        upon receiving approval-in-principle from the Exchange.

        Withdrawing debt securities from the seasoning framework

        2.9 When an issuer decides to withdraw its debt securities from the seasoning framework prior to the commencement of trading of the debt securities on the Exchange by non-specified investors, the issuer must immediately inform the Exchange and announce such withdrawal via SGXNET. The announcement must also provide the reasons for the withdrawal.

        3. Assessment Criteria for Debt Securities to be Eligible for Trading by Non-Specified Investors

        3.1 The Exchange will take into account, amongst others, the following factors when assessing whether the issuer's debt securities are eligible for trading on the Exchange by non-specified investors:
        (a) material developments relating to the issuer since the commencement of the seasoning period; and
        (b) the issuer's track record of compliance with Part VI of Chapter 3 during the seasoning period,
        upon receiving the issuer's undertaking as required under paragraph 2.3, 2.5 and 2.7.
        3.2 The Exchange retains the discretion to determine if the debt securities are eligible for trading on the Exchange by non-specified investors.

        4. Disclosures

        4.1 As the initial issuance of debt securities are offered only to specified investors, there is no prescribed format for the offering memorandum or introductory document for such debt securities save that such offer documents must comply with the requirements under Rules 313 and 322. Issuers should also take note of the disclosure requirements in relation to the Product Highlights Sheet under the Securities and Futures (Offers of Investments) (Exemption for Offers of Post-Seasoning Debentures) Regulations 2016.

        Added on 19 May 2016.

      • Practice Note 4.1 Profit Forecasts and Right of First Refusals

        Details Cross References
        Issue date: 14 September 2011

        Effective date: 29 September 2011
        Chapter 4

        1. Introduction

        1.1 This Practice Note provides guidance in connection with profit forecasts and right of first refusal arrangements for real estate investment trusts (REITs) and business trusts (the "Trusts")

        2. Profit Estimates, Forecasts and Projections

        2.1 Listing Rule 409(3) states that the annual accounts of the investment fund for each of the last 3 financial years, if applicable must be submitted when applying for a listing. In the event the investment fund is unable to provide the annual accounts for each of the last 3 financial years, the investment fund is expected to provide profit estimates, forecasts and/or projections.
        2.2 Listing Rule 609(b) further states that the proforma income statement or statement of comprehensive income should be presented for the latest 3 financial years and for the most recent interim period (if applicable) as if the restructured group had been in existence at the beginning of the period reported on. The proforma statement of financial position should be presented as at the date to which the most recent proforma income statement or statement of comprehensive income has been made up. In the event the issuer is unable to present the required proforma financial information, the Exchange may request for the provision of profit estimates, forecasts and projections.
        2.3 As a guide, the Exchange will normally expect up to 2 years of full year profit estimates, forecasts or projections to be provided in relation to Rule 409(3) and Rule 609(b).

        3. Right of First Refusals ("ROFRs")

        3.1 For any disposal of assets owned by the controlling unitholder and/or any of its subsidiaries that would fall within the investment mandate ("the competing assets"), a ROFR granted by the controlling unitholder to the Manager of the Trust will effectively mitigate conflicts of interest when the ROFR:—
        (a) gives the Trust the first right to acquire the competing assets from the controlling unitholder and/or any of its subsidiaries; and
        (b) is valid for as long as (i) the Manager remains the manager of the Trust; and (ii) the controlling unitholder together with its related corporations, remains a controlling shareholder of the Manager,
        where "related corporation" has the meaning ascribed to it under the Companies Act.

        Added on 29 September 2011.

      • Practice Note 5.1 Term Sheet for Structured Warrants

        Details Cross References
        Issue date: Jan 2003
        20 June 2011
        Effective date: Jan 2003
        1 August 2011
        Listing Rule 518

        1. Introduction

        1.1 This Practice Note provides guidance on the disclosure of information for a term sheet for structured warrants issuance.

        2. Listing Rule 518

        2.1 Listing Rule 518 states:—

        "When applying for the listing of structured warrants, an issuer must submit an indicative term sheet to the Exchange for its consideration. The indicative term sheet must set out the principal features of the structured warrants."

        3. Disclosure in Term Sheet

        3.1 As a guide, the term sheet submitted to the Exchange and used in connection with the marketing of the structured warrants should include the following information:—
        (1) The nature and amount of the structured warrants for which listing is sought.
        (2) A statement on the investment objective, experience or knowledge required of investors to invest in the structured warrants.
        (3) A summary of the principal terms of the structured warrants including the contract type, issue price, strike price or level, conversion ratio or multiplier, board lot size, the exercise period or date, the expiry or maturity date, and the expected listing date.
        (4) Whether the structured warrants will be physically settled or cash settled. If cash settled, the method or formula for calculating the cash settlement amount.
        (5) Key numerical measures such as the historical and implied volatility of the underlying financial instrument, gearing and premium.
        (6) Whether the structured warrants are at, in, or out of, the money.
        (7) The potential gains or losses from an investment in the structured warrant, including the worst case scenario.
        (8) A description of the key risk factors that are specific to the issuer and the issue of structured warrants.
        (9) Applicable Fees and charges.
        (10) Rights and ranking of the investors vis-à-vis other creditors in the event of an issuer default.
        (11) Summary information on the issuer and the guarantor (if any), including key financial information, credit rating and whether supervised by a monetary or securities regulatory authority.
        (12) Where the structured warrants are issued on securities of an entity (or entities) listed on an exchange, the identity of the exchange and how investors can obtain financial information on the entity (or entities). Where the structured warrants are based on an index, summary information about the index.
        (13) Whether the issuer or another person will make a market in the structured warrants. If so, the identity of the Designated Market-Maker, the maximum spread between the bid and offer quotations, the minimum quantity to which the quotations apply, and the circumstances in which no quotation will be provided.
        (14) Whether the issuer has authority to issue further structured warrants which will form a single series with the existing issue of structured warrants.
        (15) The identity of the manager, distributor, placing agent, paying agent, depository and warrant agent (if applicable).
        (16) Details on how copies of the offering memorandum, or base and supplemental listing documents, will be made available to the public.
        (17) The governing law and any selling restrictions under that law or otherwise.
        (18) Contact details of the issuer (including the contact number, email address and issuer's website).
        3.2 Where the issuer proposes an issue of a structured warrant which consists of novel features as approved by the Exchange, other than the information above, the term sheet should also consist of the following:—
        (1) a description of the additional features of the structured warrant;
        (2) circumstances where the issue will terminate prior to expiry (where applicable);
        (3) circumstances where the investor will only receive the capped amount of return (where applicable);
        (4) additional risks of the structured contract in relation to these features;
        (5) description of the methodology for determining the cash settlement amount if the issue terminates prior to expiry (where applicable);
        (6) description of the methodology for determining the periodic accumulation amount (where applicable);
        (7) description of the methodology for determining the cash settlement amount if there exists a multiplier effect on the amount of return (where applicable); and
        (8) scenario analysis to illustrate the variation in cash settlement methodology due to the additional features
        3.3 Other information may be required depending on the circumstances of the issue.
        3.4 The term sheet should highlight key features and risks of the structured warrants to investors in a clear and concise manner in the formats provided below. The term sheets should not contain any information that is:
        (1) not included in the listing documents; or
        (2) false or misleading.
        3.5 An indicative term sheet should be submitted to SGX-ST at the time of the submission of the listing application. Launch announcements should be accompanied by a term sheet and the final term sheet should form part of the listing documents to be made available to investors.

        4. Format for term sheets

        4.1 This section sets out the formats for the term sheets of structured warrants. Issuers are responsible for preparing the term sheets in accordance with the guidelines and formats provided in this Practice Note.
        4.2 The term sheet must be easily accessible by investors together with the base listing document, supplemental listing document, prospectus, pricing supplement or any other listing documents.
        4.3 Issuers should answer the questions provided in the templates in clear and simple language that investors can easily understand. Issuers should avoid using technical terms in the term sheet. Where technical terms are unavoidable, issuers should attach a glossary to the term sheet to explain these technical terms.
        4.4 The use of diagrams such as graphs, charts, flowcharts, tables or numerical explanations to explain structures or payoffs of the investment products to investors is encouraged.
        4.5 Information in the term sheets should be presented in a font size of at least 10-point Times New Roman. It should not be longer than four pages. Diagrams and a glossary, if included, would not count towards the four-page limit. However, the term sheet including diagrams and the glossary should not exceed eight pages.
        4.6 Where the structured warrant has different features, the format for term sheets provided in this Practice Note should be used with necessary adaptations.
        4.7 When changes are made to the base listing document, supplemental listing document, prospectus, pricing supplement or any other listing documents, the term sheet should be updated if the change has a material effect on the key features and risks of the structured warrants.
        4.8 Format for term sheet of structured warrants:—
        KEY TERMS SHEET

        Issuer's
        Company
        Logo


        [Name of Issuer]

        XX million European Style [Cash/Physically] Settled [Call/Put] Warrants due [expiry date] relating to [Underlying]
        •   The terms set out in this term sheet are a summary of, and are subject to the terms and conditions set out in the Issuer's base listing document dated [dd/mm/yyyy] (the "Base Listing Document"), the addendum to the Base Listing Document dated [dd/mm/yyyy] (the "Addendum") and the supplemental listing documents to be dated on or about [dd/mm/yyyy] (the "Supplemental Listing Documents" together with the Base Listing Document and the Addendum, the "Listing Documents").
        •   If you are in doubt whether the product is suitable for you, please consult your financial advisers or such advisers to the extent you consider necessary.
        •   Please read the Listing Documents and the risk factors stated in the Supplemental Listing Document and this term sheet carefully. You should not invest in the product if you do not understand the risks or are not willing to assume the risks.
        A. TERMS OF THE ISSUE
        SGX counter name (SGX stock code)   Issue Size XX million warrants
        Type European style cash/physically settled call/put warrants Launch Date dd/mm/yyyy
        Underlying Reference Asset (To also state the Reuters Instrument Code (RIC) of the underlying) Expiry Date dd/mm/yyyy
        Board Lot   Initial Settlement Date dd/mm/yyyy
        Issue Price   Expected Listing Date dd/mm/yyyy
        Exercise Price   Settlement Date dd/mm/yyyy
        Price Source for Underlying Reuters/Bloomberg etc. Valuation Dates  
        Last Trading Date dd/mm/yyyy Gearing  
        Entitlement Ratio xx warrant(s) : 1 share/index unit Volatility (Implied & Historical)  
        Warrant Agent   Premium  
        Clearing System The Central Depository (Pte) Limited Listing SGX-ST
        Settlement Method   Settlement Currency  
        Governing Law   Reference Currency  
        Cash Settlement Amount  
        Form  
        Final Reference Level  
        Exchange Rate  
        Adjustments and Extraordinary Events  
        Further Issuance  
        Documents The Base Listing Document, Addendum and the relevant Supplemental Listing Document are/will be available for inspection at the following address: [Address]
        Selling Restrictions  


        B. INFORMATION ON THE ISSUER AND GUARANTOR
        Name of Issuer  
        Name of Guarantor (if any)  
        Credit Rating of the Issuer / Guarantor Moody's Investors Service Inc.: Standard & Poor's Ratings Group: Fitch Ratings Ltd., London:
        Issuer / Guarantor Regulated by  
        Issuer's / Guarantor's Website and any other Contact Information  


        C. INFORMATION ON MARKET MAKING
        Name of Designated Market Maker  
        Maximum bid and offer spread  
        Minimum quantity subject to bid and offer spread  
        Circumstances where a quote will/may not be provided  


        D. PRODUCT SUITABILITY
        WHO IS THE PRODUCT SUITABLE FOR?
        •   This product is only suitable for investors who:
        •   believe that the price level of the underlying reference asset will increase/decrease and are seeking a short term leveraged exposure to the underlying reference asset.
        Further Information
        Key Product Features
        WHAT ARE YOU INVESTING IN?
        •   You are investing in cash-settled call/put warrants that allow you to take advantage of any increase/decrease in the price level of the underlying reference asset, which is <Name of underlying>.
        Information relating to the underlying can be obtained from
        Refer to Section xx on Pg xx of the Supplemental Listing Document.
        Calculation of Cash Settlement Amount
        •   The Cash Settlement Amount in respect of each Exercise Amount of Warrants, shall be an amount (if positive) payable in the Settlement Currency equal to the Entitlement in respect of each Exercise Amount for the time being multiplied by:
        (i)
        (a) the arithmetic mean of the closing prices of one underlying unit (as derived from the daily publications of the Relevant Stock Exchange subject to any adjustments to such closing prices determined by the Issuer to be necessary) for each Valuation Date LESS
        (b) the Exercise Price (subject to adjustment as provided in the Terms and Conditions of the Warrants) and divided by
        (ii) the Exchange Rate.
        WHAT WOULD YOU GAIN OR LOSE IN DIFFERENT SITUATIONS?
        •   Best case scenario:
        •   The value of the underlying index increases substantially resulting in a significant increase in the price of the Warrants. You then sell the warrants and realise a profit. The issuer is required to provide liquidity in the warrants to ensure that there will generally be a market price available for the purchase and sale of the warrants.
        •   Worst case scenario:
        •   If you buy the warrants and the value of the underlying reference asset decreases sharply. If you have not sold the warrants, you will lose your entire investment.
         
        E. KEY RISKS
        WHAT ARE THE KEY RISKS OF THIS INVESTMENT?  
        Market Risks
        •   Market price of the warrants may be affected by many factors
        •   Investors should note that the market price of the warrants may be affected by different factors, including but not limited to the level and volatility of the underlying reference asset, the time left to the expiry of the warrants, the strike level of the warrants, the prevailing interest rate climate, the currency exchange rates and the creditworthiness of the Issuer.
        •   You may lose your entire investment
        •   If the underlying reference asset falls to levels such that the cash settlement amount at expiry is calculated to be less than or equal to zero, you will lose your entire investment.
        •   You are exposed to the credit risk of <Issuer>
        •   The warrants are unsecured contractual obligations of <Issuer> and of no other person. If <Issuer> is unable to meet its obligations under the warrants, you may lose your entire investment.
        •   As <Issuer> is not incorporated in Singapore, any insolvency proceedings in respect of <Issuer> will be subject to foreign insolvency laws and procedures.
        Liquidity Risks
        •   The secondary market may be illiquid.
        •   The issuer acting through its designated market-maker may be the only market participant buying and selling the warrants. Therefore, the secondary market for the warrants may be limited and you may not be able to realise the value of the warrants. Do note that the bid-ask spread increases with illiquidity.
         
        Product Specific Risks
        •   Exchange rate risks
        •   There may be exchange rate risks as the warrants will be issued and traded in Singapore dollars while <the underlying> are traded in <foreign currency>. The value of the warrants may therefore be affected by, amongst other factors, the relative exchange rates of the Singapore dollar and the <foreign currency>.
        Refer to “Risk Factors” on Pg xx in the Supplemental Listing Document for the complete list of risks and details of the risks.
        F. FEES AND CHARGES
        WHAT ARE THE FEES AND CHARGES OF THIS INVESTMENT?
        •   Normal transaction and brokerage fees apply, similar to fees that you would pay for other transactions on SGX-ST.
         

        Amended on 1 August 2011.

      • Practice Note 6.1 Disclosure Requirements: Pre-listing Information and Transitional Arrangements

        Details Cross References
        Issue date: 28 June 2002

        Effective date: 1 July 2002
        3 December 2007
        Listing Rules 603 and 606

        1. Introduction

        1.1 The Fifth Schedule of the Securities & Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 stipulates prospectus disclosure requirements. In addition to complying with these regulations, the Exchange may require additional information to be disclosed, either to enable the Exchange to determine whether an issuer meets the SGX-ST's admission criteria, or to provide sufficient information for the secondary market as set out under the Exchange's continuing listing rules. To assist issuers, this Practice Note lists some of the disclosures that the Exchange will consider when reviewing an application. It is not an exhaustive list.
        1.2 In instances where the Exchange requires further information to be disclosed, the issuer is to decide whether it is more appropriate to disclose such information in the prospectus or as a pre-quotation announcement via SGXNET before listing.
        1.3 Sections 2 and 3 cover disclosure under the new framework. Section 4 covers transitional arrangements.

        2. Disclosure Relating to Admission Criteria

        2.1 In determining whether an issuer meets the requirements in Rules 203 and 211(3), the Exchange will need to make an assessment of the viability of the issuer's business. To enable the Exchange to make this assessment:
        2.1.1 An issuer which has not been profitable may have to disclose the group's burn rates and expenditures and for how long it is estimated that the proceeds will support the group's operations.
        2.1.2 An issuer will have to consider if the viability of its business depends on any governmental or regulatory approvals and whether such approvals, if not granted, would have a material adverse impact on the Group. The issuer may be required to obtain such approvals before its listing application.
        2.1.3 An issuer may have to quantify and disclose the effects on its business of material risks occurring.
        2.2 In relation to Rule 210 (2) to (4), if any of the financial statements of any entity included in the pro forma financial statements is unaudited, the scope of work done on the unaudited financial statements by the auditor and the reasons why unaudited accounts have been used may require further disclosure.
        2.3 Rule 210(3)(d) sets out the requirement that an issuer must not change or propose to change its financial year end to take advantage of exceptional or seasonal profits to show a better profit record. If an issuer proposes to change its financial end, or if it has done so for the recent three completed financial years, it must inform the Exchange and state the reasons for these changes. The Exchange may require the information to be disclosed.
        2.4 Rule 210(4)(a) sets out the requirement for an issuer to have a healthy financial position with no shortfall in working capital. To enable the Exchange to determine if an issuer complies with Rule 210(4)(a), an issuer will have to disclose any shortfall in working capital, the reasons for the shortfall, the company's views on the viability of the issuer, and the bases for these views.
        2.5 Rule 210(5) sets out the requirements for an issuer's directors and management. To enable the Exchange to determine if the issuer meets Rule 210(5), the issuer will have to disclose information such as in Rule 704(7), (8) and (9). In the disclosure of past working experience, the issuer may have to disclose the specific areas of responsibility, designation, period of employment, a brief description of the employer's business and scale of operations, and any other relevant information to enable the Exchange to assess whether the issuer's directors and executive officers have the experience and expertise to meet Rule 210(5)(a).
        2.6 A confirmation from the auditors must be submitted to the Exchange pursuant to Rule 246(9). If the confirmation refers to any inadequacy/weakness in the issuer's internal control and accounting systems, the issuer may be required to disclose the inadequacies/weakness and what/whether steps have been taken to rectify them.
        2.7 A confirmation from the issue manager must be submitted to the Exchange pursuant to Rule 246(4). If a profit forecast has been made, the issue manager may be asked to confirm that it is satisfied that the profit forecast has been made by the directors after reasonable enquiry.
        2.8 In relation to the structure of the IPO, the issuer will look at the following matters when considering whether an eligibility-to-list letter will be issued:
        2.8.1 The specific circumstances under which the termination clause in an underwriting agreement may be invoked.
        2.8.2 For a non-underwritten issue, whether it is likely that the spread and distribution guidelines in Rule 210(1)(a) will be met, and whether there is disclosure that the issue is not underwritten and the reasons.
        2.8.3 What disclosure is made if the issuer makes, or intends to make, a preferential offer or allotment of securities to any group of targeted investors (including persons listed in Rule 240, employees, or persons having a preferential relationship with the issuer such as the reporting accountant, valuer and solicitor). The issuer may be required to disclose the reasons for the allocation or allotment, whether they are made or to be made at a discount to the issue price, the number of securities allocated and allotted or to be allocated and allotted, and the basis of allocation and allotment.
        2.8.4 Where material, the impact on earnings per share and net tangible assets per share of the aggregate remuneration of controlling shareholders and their relatives (where these expenses are expected to increase after the offering of its securities) who have not entered into service agreements with the Company and of any proposed service agreements.

        3 Disclosure Showing Compliance with Continuing Listing Rules

        3.1 To comply with Rules 712 to 718, an issuer must appoint suitable auditors for the group and for significant foreign-incorporated subsidiaries and associated companies. The Exchange will consider the disclosures made in relation to the auditors (such as the names of auditors for the group, its principal subsidiaries and associated companies and the date of appointment and name of the company's audit partner) when assessing the issuer's compliance.
        3.2 Rule 806 sets out the limits under which an issuer can issue shares under a general mandate from shareholders. If an issuer wishes to obtain a general mandate under Rule 806 and includes this information in its IPO prospectus or offering memorandum, the Exchange will treat Rule 806 as satisfied by reason of investors subscribing for the issuer's securities. Otherwise, the issuer must take steps to meet the requirements of Rule 806 upon its listing on SGX-ST.
        3.3 Rules 843 to 861 set out the requirements for Share Option Schemes or Share Schemes. If an issuer's IPO prospectus or offering memorandum includes the disclosure required under Rules 855858 and 861, the Exchange will treat Rule 843(3) as satisfied by reason of investors subscribing for the issuer's securities. Otherwise, the issuer must take steps to meet the requirements of Rule 843(3) upon its listing on SGX-ST.
        3.4 Rule 920 sets out the requirements for seeking a general mandate from shareholders for recurrent interested person transactions. If an issuer's IPO prospectus or offering memorandum includes the disclosure required under Rule 920, the Exchange will treat Rule 920 as satisfied by reason of investors subscribing for the issuer's securities. Otherwise, the issuer must take steps to meet the requirements of Rule 920 upon its listing on SGX-ST.
        3.5 To comply with Rule 1207(11), an issuer must disclose the breakdown of the aggregate value between freehold and leasehold assets and other information. The Exchange will consider the disclosures made in relation to freehold and leasehold assets when assessing the issuer's compliance.

        4 Transitional Arrangements

        4.1 Rule 606(7)(j) sets out the requirement that the latest audited financial statements should be made up to a date not more than 9 months before the time of issue of the IPO prospectus or offering memorandum and where the latest audited accounts have been made up to a date more than 6 months before such time, the unaudited financial statements for a period of up to not more than 3 months prior to the date of the document shall be included. With effect from 1 July 2002, the Exchange will waive Rule 606(7)(j) if the issuer satisfies the requirements under paragraphs 10, 25 & 26 of Part IX of the Fifth Schedule of the Securities & Futures (Offers of Investments)(Shares and Debentures) Regulations 2005.

        Amended on 29 September 2011.

      • Practice Note 6.2 Prospectus Disclosure for Life Science Companies

        Details Cross References
        Issue date: 24 March 2009

        Effective date: 24 March 2009
        Chapter 6

        1. Introduction

        1.1 This Practice Note sets out the prospectus disclosure requirements for life science companies seeking a listing on the Exchange.

        2. Disclosure Guidelines

        2.1 The applicant should disclose in its prospectus:
        (1) Details of its operations in laboratory research and development, to the extent material to investors, including details of patents granted and in relation to its products the successful completion of, or the successful progression of, significant testing of the effectiveness of its products. If there are no relevant details, a negative statement should be provided;
        (2) Details of the relevant expertise and experience of its key management and technical staff;
        (3) The salient terms of any service agreements between the applicant and its key management and technical staff;
        (4) The safeguards and arrangements that the applicant has in place, in the event of the departure of any of its key management or technical staff;
        (5) The risk and impact, financially or otherwise, from such departure of key management or technical staff on the group's business and operations;
        (6) Information on whether the applicant has engaged in collaborative research and development agreements with other organisations, to the extent material to investors;
        (7) A comprehensive description of each product, the development of which may have a material effect on the future prospects of the applicant;
        (8) The directors' opinion which must state, without requiring a profit forecast, that in their reasonable opinion, the working capital available to the applicant, as at the date of lodgement of the prospectus, is sufficient for the present requirements and for at least 12 months after listing; and
        (9) Where relevant and appropriate, an expert technical assessment and industry report.

        Amended on 29 September 2011.

      • Practice Note 6.3 Disclosure Requirements for Mineral, Oil and Gas Companies

        Details Cross References
        Issue date: 5 September 2013

        Effective date: 27 September 2013
        Listing Rules 624, 749, 750, 1014(2) and 1207(21)

        1. Introduction

        1.1 This Practice Note sets out the disclosure requirements for mineral, oil and gas companies.
        1.2 Where the mineral, oil and gas activity of the issuer and/or its subsidiaries, based on the issuer's latest audited consolidated financial statements: (i) represents 50% or more of the total assets, revenue or operating expenses of the group; or (ii) is the single largest contributor based on any of the tests in (i) above, the issuer may be considered to be principally in the business of exploration for or extraction of mineral, oil or gas assets.

        The issuer is required to make an announcement when any of the above situation occurs and will thereafter be required to comply with all the continuing listing rules applicable to mineral, oil and gas companies.

        2. General Requirements for Disclosure of Reserves, Resources or Exploration Results

        2.1 All mineral, oil and gas companies must comply with the following requirements:
        (a) The basis upon which the existence of any minerals, oil or gas is asserted must be in terms of reserves, resources or exploration results. If estimated volumes of Prospective Resources are disclosed, relevant risk factors must be clearly stated. Economic values must not be attached to Prospective Resources.
        (b) A qualified person's report must comply with the requirements as set out in paragraph 5 of this Practice Note.
        (c) All statements and reports in relation to reserves, resources or exploration results must be prepared and presented in accordance with a Standard. The listing applicant or issuer must state in the offer document, circular or announcement, as the case may be, the Standard used.
        (d) The basis on which resource or reserve estimates are presented must be clearly indicated. Estimations of reserves must include presentation on an unrisked basis that is, before adjusting for the likelihood of commercial production. Estimations of resources must be disclosed with appropriate explanation of the accompanying risks that may have an impact on the conversion of such resources into reserves. Estimations of reserves and resources should be presented in the format as set out in Appendix 7.5.
        (e) Presentation of economic valuations on reserve or resource estimates must be accompanied with the following disclosures in the same offer document, circular or announcement released to shareholders:
        (i) name and qualification of the qualified person undertaking the valuation in accordance with the VALMIN Code, SPE-PRMS or an equivalent standard that is acceptable to the Exchange;
        (ii) whether such qualified person is employed by the issuer or a third-party consultant;
        (iii) the Standard used;
        (iv) method of valuation and the reason for choice of the valuation method;
        (v) principal assumptions used in arriving at the valuation, including but not limited to, assumed commodity prices, rate of discount and rate of inflation, and the basis for each assumption. Contracted commodity prices must be used where applicable and available. If unavailable, either forecast or constant prices may be used. Where forecast commodity prices are used, this should be accompanied by a statement by the qualified person that such forecast was arrived at after due and careful enquiry and reflects their view of a reasonable outlook of the future; and
        (vi) analysis of the sensitivity of such valuations to variation in the principal assumptions provided in (v) above. In relation to commodity prices, the scenarios must include both constant and forecast prices. In relation to the rate of discount, the scenarios must include the weighted average cost of capital.
        (f) Reports of reserves, resources or exploration results for the first time must be made in accordance with the following requirements:

        Reserves
        (i) Any estimates of reserves must include a precise description of the nature and quality of the reserve, including financial assumptions, method of estimation, the reason for choice of estimation method, modifying factors, exploitation methods/parameters and other information that would reasonably be required to allow investors to make informed decisions on the validity of the data presented.
        (ii) For financial assumptions, the key economic parameters of the analysis, such as operating or capital cost assumptions, and the assumed prices of the mineral, oil or other commodities which could be produced, must be provided. If the prices used differ from the current prices of the commodities, an explanation must be given, including the effect on the economics of the project if current prices were used. Sensitivity analyses may be used to provide a better understanding of the effects of changes in commodity prices on the economics of the project.
        (iii) Any estimates of reserves must be supported by a pre-feasibility study or an appropriate study to be done by a qualified person.

        Resources
        (iv) Any statements of the existence of resources must be supported by details of all exploration results, geological and geophysical interpretations, drilling results, analyses or other evidence. The statement must include the information on the method of calculation and other relevant information such as cut-off grades, assumptions of continuity and geological and geophysical parameters used to derive the resource statement.

        Exploration Results
        (v) Exploration results must contain sufficient information to allow investors to make an informed judgment of their significance. Exploration context, type and method of sampling, sampling intervals and methods, relevant sample locations, distribution, dimensions and relative location of all relevant assay data, data aggregation methods, land tenure status plus any other information relevant to an assessment, must be included.
        (g) Assay results must include disclosure of the analytical methods used and the name of the analytical laboratories which assayed the material sampled, together with details of their relationship, if any, to the listing applicant or issuer. The accreditation of each laboratory, or lack thereof, must also be disclosed.

        3. Additional Disclosure Requirements for Offer Document

        3.1 In addition to paragraph 2 of this Practice Note, the prospectus, offering memorandum or introductory document relating to a mineral, oil and gas company must include the following:
        (a) a listing applicant must disclose the basis upon which it asserts the existence of any minerals, oil or gas in a defined area where the listing applicant has exploration and exploitation rights, in accordance with the requirements set out in Practice Note 6.3;
        (b) the directors' opinion which must state, without requiring a profit forecast that in their reasonable opinion, the working capital available to the applicant is sufficient for the present requirements and for at least 18 months after listing;
        (c) a statement by the listing applicant that no material changes have occurred since the effective date of the qualified person's report. Where there are material changes, these should be prominently disclosed together with a statement that the listing applicant will as soon as practicable following its listing, announce the qualified person's report or the independent qualified person's report, as the case may be, on the material changes in accordance with Rule 750(1);
        (d) the listing applicant's plans and milestones to advance to production stage with capital expenditure for each milestone for an issuer applying for listing pursuant to Rule 210(9)(g). These plans must be substantiated by the opinion of an independent qualified person who meets the requirements in Rule 210(9)(b);
        (e) all material agreements with regard to the proposed exploitation of mineral bodies, the nature and extent of the listing applicant's rights and a description of the properties to which such rights attach, giving particulars of the duration and other principal terms of the concessions or other rights;
        (f) the listing applicant's policies and practices in relation to operating in a sustainable manner, including:
        (i) the listing applicant's policy with regards to environmental and social issues;
        (ii) impact of the listing applicant's business practices on the environment and the communities in which it operates; and
        (iii) environmental and social risks faced by the listing applicant.
        (g) In relation to a listing applicant whose principal activities consist of exploration for mineral, oil or gas, a clear and prominent statement on the front cover highlighting that fact, that the listing applicant may not progress to the next stage of development or to a stage where it is able to generate revenue; and industry-specific risks.
        (h) (i) a valuation report on the reserves of the listing applicant. The valuation report must be prepared by an independent qualified person in accordance with the VALMIN Code, SPE-PRMS or an equivalent standard that is acceptable to the Exchange. The effective date of the valuation report must not be more than 6 months from the date of lodgement of the offer document;
        (ii) With regard to any valuation, the following must be disclosed:
        •   An estimate of net present value. If the valuation is arrived at on an alternative basis, an explanation of the basis and the reasons for adopting the basis;
        •   The principal assumptions on which the valuation was arrived at;
        •   Information to demonstrate the sensitivity to changes in the principal assumptions;
        •   Risk factor in the prospectus highlighting the uncertainties inherent in the assumptions made in arriving at the valuation and the effects they may have on the valuation of the mineral, oil and gas assets and the value of the offering shares.
        (iii) The valuation report may form part of the independent qualified person's report.

        4. Additional Continuing Obligations

        4.1 In addition to paragraph 2 of this Practice Note, a mineral, oil and gas company must also comply with the following:
        (a) Analytical results must be reported in a timely and responsible manner. If the issuer releases partial results, e.g. the first two holes of a six hole program, it must ensure that the balance of the results are disclosed in a timely manner whether the results are positive or negative. A summary of expenditure incurred on these activities must also be reported.
        (b) Where work has been discontinued on properties about which the issuer has made prior disclosure, there must be further information provided as to any undisclosed results and reasons for the cessation of work.

        5. Qualified Person's Report

        5.1 The qualified person's report must be prepared in accordance with a Standard.
        5.2 In preparing the qualified person's report, the qualified person must take into account all relevant information supplied to the qualified person by the directors of the listing applicant or issuer.
        5.3 The qualified person must review the information contained in the offer document, circular or announcement, as the case may be, which relates to the qualified person's report and confirm that the information presented is accurate, balanced, complete and not inconsistent with the qualified person's report. The qualified person's report must not include blanket disclaimers or contain indemnities for fraud and gross negligence. If the qualified person's report includes a statement on the qualified person not accepting any responsibility for the completeness or adequacy of the information provided by the company and its advisors and for information extracted from public sources, this qualification must be subject to the qualified person having: (i) made reasonable enquiries and exercised their judgment on the reasonable use of such information; and (ii) found no reason to doubt the accuracy or reliability of the information.
        5.4 A qualified person's report must include the following:
        (a) Title page
        (b) Table of contents
        (c) Executive summary
        (d) Introduction
        •   Full name, and if applicable, the partner/director in charge of the report; professional qualifications, years of relevant experience, Professional Society Affiliations and Membership (including details of a recognised professional association) of the qualified person and the address of the qualified person's firm/company;
        •   Statement of independence by the qualified person, if the report is prepared by an independent qualified person who meets the requirements in Rule 210(9)(b);
        •   Aim of the report;
        •   Scope of the report;
        •   Statement on the use of the report;
        •   Basis of the report — including data sources, data validation and reliance on other experts;
        •   Standard used; and
        •   Whether a site visit has been undertaken (if so, when the site visit was undertaken and by whom and if a site visit has not been undertaken a satisfactory reason as to why not).
        (e) Property description, size, location, access, natural and cultural environment, including:
        •   listing applicant's/issuer's assets and liabilities, including the following summary table of assets:

        Asset name/ Country Issuer's interest (%) Development Status Licence expiry date Licence Area Type of mineral, oil or gas deposit Remarks
                     
        •   nature and extent of listing applicant's/issuer's rights of exploration or extraction; and
        •   description of the economic conditions for the working of the licenses, concessions or similar, with details of the duration and other principal terms and conditions of the concessions including fiscal conditions, environmental and rehabilitation requirements, abandonment costs and any necessary licenses and consents including planning permission.
        (f) History of the property, including exploration history and any production history
        (g) Geological and geophysical setting, type and characteristics of the deposit/accumulation
        (h) Exploration data including drilling and sampling, sampling and analysis methods, sample preparation and security, quality assurance and quality control on the sample analyses.
        (i) Mineral processing and metallurgical testing, if applicable
        (j) Resource and reserve estimates and exploration results, as applicable, in accordance with the relevant Standard, including a summary of reserves and resources in the form of Appendix 7.5
        (k) Planned extraction method, processing method, capital costs, operating costs, considerations including social, environmental, health and safety factors that may affect exploration and/or exploitation activities; and production schedule, if applicable
        (l) Financial analysis of the operations, taxes, liabilities, marketing if applicable
        (m) Interpretation and conclusions
        (n) Recommendations, if any
        (o) References
        (p) Date and signature page
        (q) Illustrations — of sufficient clarity to graphically present the material within the text. Maps must include a geographical reference system and scale bar for clarity. Technical drawings must include a legend to explain features within the diagram.
        (r) Appendices and glossary of terms used, if required

        Added on 27 September 2013.

      • Practice Note 7.1 Continuing Disclosure

        Details Cross References
        Issue date:
        28 January 2003

        Effective date:
        29 January 2003
        Listing Rule 703
        Appendix 7.1

        1. Introduction

        1.1 This Practice Note provides guidance on the continuing obligations of issuers in respect of the Exchange's Corporate Disclosure Policy. Issuers should apply the principles outlined in the Practice Note flexibly and sensibly. Issuers are still obliged to make their own judgments when determining whether a particular piece of information is material and requires disclosure. The purpose of timely disclosure of material information is to allow the operation of a fair and efficient market. The following discussion should be read in that light.
        1.2 In case of doubt, issuers are encouraged to consult the Exchange with respect to the application of the rules.

        2. What Constitutes Material Information?

        Examples of the types of information that could be material are provided under Paragraphs 4 and 8 of Appendix 7.1. However, no definitive list can be given. What may be considered material to one issuer may not be material to another. Hence each issuer must exercise its own judgment when deciding whether information is material. Apart from considering quantitative factors, an issuer should consider qualitative and circumstantial factors when deciding whether it is necessary to disclose a particular piece of information. These include trading history of the issuer, unexplained change in price or volume of the issuer's shares, volatility of the issuer's shares, operating environment of the issuer, and the total mix of information that is publicly available. As a guiding principle, an issuer should always consider whether a reasonable person would expect the information to be disclosed.

        If an issuer is unable to ascertain whether the information is material, or is in any doubt about the availability of the exceptions from the requirement to disclose material information, the recommended course of action is to announce the information via SGXNET.

        3. Guidance on Particular Situations and Issues

        3.1 Are Analysts' Briefings and Meetings with Journalists, Stockholders or any Other Persons Permissible Under the Corporate Disclosure Policy? In the Event of Inadvertent Disclosure of Material, Non-Public Information During Such Briefings and Meetings, What Should an Issuer Do?
        (a) The Exchange does not prohibit issuers from conducting briefings with analysts and holding meetings with groups of investors and the media. However, such meetings might create a perception that analysts, institutional investors, fund managers or media have access to information that is not generally available to the public and this may undermine investors' confidence in the existence of a level playing field. Hence, an issuer should have in place policies to minimize the risk of being perceived to be practising selective disclosure. Such policies might include pre-release of any prepared information intended for the briefings and meetings, for example slides or speeches, via SGXNET. Alternatively, as such information must not be material, non-public information, it could be released on the issuer's website with an accompanying SGXNET announcement to inform investors that additional information is available on the issuer's website. The second alternative may be preferred if the issuer intends to release large-sized files.
        (b) Where an issuer inadvertently discloses material, non-public information during these briefings or meetings, the issuer must disseminate the information via SGXNET as promptly as possible. An issuer may, if necessary, request for suspension of trading in its securities or a trading halt (upon implementation by the Exchange).
        3.2 Can Issuers Post Information on the Internet Including on their Websites?

        The Exchange does not prohibit issuers from disseminating information through other media such as the Internet. Issuers are reminded that any material information released on the Internet, including posting of information on its own website, should have been previously released via SGXNET, or should be simultaneously released via SGXNET.
        3.3 How Should an Issuer Deal with the Release of Material Information by Professional Advisers or Third Parties?

        There may be instances where a third party releases information on behalf of, or relevant to, an issuer for example in the case of a takeover. Whenever possible, issuers should ensure that the announcement provided by the third parties is made under the issuer's name. By doing so, investors can conveniently locate all announcements relating to an issuer when they access SGXNET. Third parties and professional advisers who do not represent the issuer are also encouraged to liaise with the issuer and make necessary arrangements to release any material announcement pertaining to the issuer under the issuer's name.
        3.4 Under What Circumstances Would Material Information be Considered to Have Been Leaked? If Material Information Has Been Leaked, What are the Obligations of The Issuer Under the Corporate Disclosure Policy?
        (a) Where material, non-public information has been reported but not released via SGXNET, the Exchange will require clarification from an issuer to ensure that the market is trading on accurate information. In assessing whether there has been a possible leakage of material information, the Exchange will take into consideration factors, such as the level of detail and any identified source of the information. To illustrate, should the report contain very specific information, for example precise value of contract, explicit financial impact, or the source has been attributed to a company spokesperson, this indicates that there may have been a leakage of material information. Leakage of material information would result in a loss of confidentiality and thus an issuer can no longer rely on the exemption under Rule 703(3).
        (b) The Exchange officers peruse all major newspapers before the market opens for trading to check on reports against announcements made by issuers and to identify any reports which have not been announced by issuers via SGXNET. The Exchange would normally not take any further action if it considers that the information in the report is speculative or frivolous unless there is a price or volume reaction in the market. The Exchange does not expect issuers to respond to all rumours or speculation. However, an issuer is expected to clarify the position if the information contained in the report or rumour is reasonably specific without there having been a previous announcement by the issuer, or if the issuer's share price or volume is reacting to the report or rumour.
        (c) If the report suggests that there has been a leakage of material information, the Exchange officer will contact the issuer to discuss whether an announcement is required. If the issuer is of the view that the information reported is not material (and thus no announcement is necessary) and the Exchange is satisfied with the explanation given by the issuer, no further action by the issuer would be required for the time being The Exchange will monitor the market for movement, and if there is unusual market activity that could be attributable to the report, the Exchange will contact the issuer requesting that an announcement be made.

        The following guidelines in relation to dealing with leakage of material information apply: —
        (i) an issuer is required to announce any material, non-public information that has leaked to the market even though it was covered by the exemptions ( for example, regardless of whether the transaction is still undergoing negotiation) ;
        (ii) if an issuer is not ready to confirm the information that was leaked or there is too much uncertainty, the issuer should release a holding statement to sufficiently explain the position; or
        (iii) if an issuer is of the view that there has been no leak, but the market price or volume is reacting to the report, the issuer should release a statement to clarify the position, or confirm the report, even though the statement does not provide any new material information. If the issuer does not do this and a disorderly market exists in the Exchange's opinion, the Exchange may need to suspend the issuer's securities from trading.
        3.5 If an Issuer Fails to Respond to a Query Issued by the Exchange Before the Start of Trading, Will A Suspension be Imposed? Would A Holding Announcement Stating that the Exchange is Querying the Issuer Constitute Sufficient Information to Allow the Issuer's Securities to Continue Trading?

        The Exchange may suspend the trading of an issuer's securities if an issuer fails to respond before the start of trading or if trading has started and there is unusual market activity. The issuance of a holding announcement by the issuer stating that the Exchange is querying the issuer is not acceptable, as the investing public would still be trading on an uninformed basis. The Exchange is aware of the negative connotation that a suspension ca i there may even be implications on their financial arrangements or business operations. A decision to suspend trading is therefore not taken lightly. The Exchange will also be introducing trading halts to facilitate the release of announcements by issuers so that suspensions need not be initiated for such purposes.
        3.6 Is an Issuer Exempted from the Disclosure Rules in the Listing Manual Due to an Undertaking of Confidentiality or Competitive Concerns?
        (a) An issuer must not agree to a confidentiality clause with any other parties, for example as part of contractual terms, which may result in it not being able to comply with the disclosure rules in the Listing Manual. This requirement does not apply if Rule 703(2) applies. The absence of a confidentiality clause does not mean that disclosure is required. Rules 703(2) or 703(3) may still apply, in which case, the issuer may withhold disclosure of the information.
        (b) Similarly, an issuer also cannot rely on reasons, such as possible erosion of the issuer's competitiveness or unfavourable impact on the issuer's business to avoid complying with the disclosure rules in the Listing Manual.
        3.7 Is it Sufficient for an Issuer to Disclose Just the Value of the Contract or New Business Arrangements Without Stating the Resultant Financial Effects in its Announcement?

        When announcing the award of any contract or new business arrangements, for example distributorships, joint ventures and strategic alliances, an issuer must state clearly the financial impact (in terms of earnings per share or net tangible asset per share) arising from the transaction or provide an appropriate negative statement if there is none. By providing the financial impact on the issuer, investors will be able to put the announcement in perspective.

        The Exchange recognizes that there may be some instances where an issuer is prevented from disclosing the financial impact with certainty. One example may be, the existence of certain variables that are outside the issuer's control, such as fulfillment of a contract on an ad-hoc basis or poor visibility as to when revenue is generated. Under these circumstances, the issuer should provide an explanation for the non-disclosure and sufficient information to enable investors to independently assess the financial impact taking into consideration the variables disclosed.

        4. Securities and Futures Act (SFA)

        Section 203 of the SFA creates a statutory obligation on an issuer and others to comply with the Exchange's Continuing Disclosure obligations. It says: —

        "203.
        (1) This section shall apply to —
        (a) a corporation which is admitted to the official list of a securities exchange; or
        (b) a responsible person of a collective investment scheme the units of which are quoted on a securities exchange,
        if the corporation or responsible person is required by the listing rules of the securities exchange to notify the securities exchange of information on specified events or matters as they occur or arise for the purpose of the securities exchange making that information available to a securities market operated by the securities exchange.
        (2) The corporation or responsible person must not intentionally recklessly or negligently fail to notify the securities exchange of such information as is required to be disclosed under the listing rules of the securities exchange.
        (3) Notwithstanding section 204, a contravention of subsection (2) shall not be an offence unless the failure to notify is intentional or reckless.
        (4) For the purposes of this section, "responsible person" has the same meaning as in Division 2 of Part XIII."

        Furthermore, under Section 331 of the SFA, an offence under the Act committed with the consent or connivance of, or attributable to any neglect on the part of, an officer of the body corporate makes that officer guilty of the offence as well.

        The SFA clearly adds an additional dimension to the obligations to make disclosure and issuers should be mindful of such obligations when making decisions regarding disclosure.

        Amended on 29 September 2011.

      • Practice Note 7.2 Monitoring and Querying Unusual Trading Activity

        Details Cross References
        First issued on: 30 October 2002

        Last revised on: 27 October 2015

        Effective date: 1 December 2015
        Listing Rule 703
        Appendix 7.1
        Practice Note 7.1

        1. Introduction

        1.1 This Practice Note provides information on the role of SGX Surveillance ("Surveillance") and the procedures normally employed when an issuer is queried regarding trading in its securities.

        2. Unusual Trading Activity

        2.1 As set out under Paragraph 18 of Appendix 7.1, unusual trading activity in an issuer's securities, without it being apparent that publicly available information could account for the activity, may signify trading by persons who are acting on unannounced material information or on a rumour or report, whether true or false.
        2.2 The unusual market activity may not be traceable directly to unannounced information or to a rumour or report. Nevertheless, the market activity itself may be misleading to investors, who may assume that a sudden and appreciable change in the price of, or volume traded in, the issuer's securities reflects a corresponding change in its business or prospects.

        3. Role of Surveillance

        3.1 Surveillance utilizes a real-time market surveillance system which employs the latest technology to automatically alert the Surveillance officers to market behaviour such as unusual price and volume movements of an issuer's securities. The Surveillance officer then examines whether public information, company specific news, counter-specific trends, industry trends, economic factors or prevailing market sentiment, can explain the market activity. If no explanation is apparent, the Exchange requires the issuer to inform the public whether it is aware of any material information that might reasonably be expected to have a significant effect on the trading volume or price of its securities.
        3.2 Surveillance will issue a query, depending on the extent of the unusual trading activity, measured against pre-determined thresholds set by the Exchange from time to time.
        3.3 Query by Surveillance
        3.3.1 All queries will be posted on SGXNET by the Exchange immediately. The Surveillance officer will make every effort to contact the issuer's authorized representatives to alert the issuer to the Exchange's query.
        3.3.2 The query will be emailed to the issuer.

        4. Response on Receiving a Query on Unusual Trading Activity

        4.1 An issuer is expected to respond to a query as soon as possible. Issuers should, therefore, ensure that they are operationally ready to respond promptly. In view of the importance of maintaining a fair and efficient market, issuers must, upon receiving a query from the Exchange, immediately undertake an enquiry to ascertain the cause of the unusual trading activity. Issuers should have in place, procedures to ensure that the enquiry or information gathering is carried out efficiently, systematically and promptly, so that the issuer is able to disseminate all material information as soon as possible.
        4.2 Paragraph 20 of Appendix 7.1 sets out some possible causes for unusual trading and how issuers should respond to the queries based on different causes.
        4.3 An issuer may wish to, where appropriate, request for suspension of trading in its securities or a trading halt. If so, the issuer should contact Securities Market Control and provide a SGXNET announcement requesting for suspension or a trading halt, stating the reason for the suspension or trading halt. Where possible, it would be useful for issuers to inform investors when the issuer can respond to the Exchange's query and when the suspension of its securities or trading halt is expected to be lifted.
        4.4 The person providing the reply to the Exchange must be authorised by the Board to do so. The directors of the issuer must collectively and individually take responsibility for the accuracy of the replies provided to the Exchange with regards to the query raised by Surveillance.

        5. Secondary Listings and Issuers that are Exempted from Continuing Listing Obligations

        5.1 Issuers with a secondary listing on the Exchange and issuers that are exempted from the continuing listing obligations under Chapter 7 must comply with the home exchanges' disclosure requirements. Nevertheless, as the securities of such issuers are being traded on the Exchange, the Exchange must ensure that there is a fair and orderly market in these securities. Issuers may therefore be required to respond to queries regarding the trading of their securities on the Exchange.

        6. Keeping Track of Persons with Access to Material Information

        6.1 Paragraph 12 of Appendix 7.1 explains that material information, which is otherwise required to be disclosed under Rule 703(1), may be temporarily withheld under Rule 703(3), provided that the strictest confidentiality is maintained.
        6.2 To ensure the confidentiality of the information and as a matter of good corporate governance, where an issuer relies on Rule 703(3) to withhold material information, the issuer must be able to keep track of persons who gained access to the information. These persons may include internal staff or external advisers. The issuer's supervision aids in the control of information flow, as well as assists in investigations in case of information "leaks".
        6.3 Unusual trading activity observed in an issuer's securities could indicate possible "leaks" of material information. In this circumstance, the Exchange may request the issuer to submit a list of persons who have access to the information ("privy persons list"). The privy persons list should typically include information on the identity of the privy persons, the circumstances under which these persons gained access to the information (i.e. became aware or involved in the transaction), and the dates on which these persons first gained access to the information. The Exchange may also ask for related information reasonably required for the proper discharge of its regulatory function.
        6.4 The issuer must have proper procedures in place to provide the privy persons list expeditiously to the Exchange upon request. Such procedures may include the maintenance of the privy persons list from the date the issuer first started withholding information under Listing Rule 703(3).

        7. Conclusion

        7.1 This Practice Note sets out the normal procedures which Surveillance undertakes when querying issuers on unusual trading activities. However, there may be instances when a different approach is warranted.
        7.2 Issuers should also familiarize themselves with the Exchange's Continuing Obligations, Corporate Disclosure Policy and any other relevant Practice Notes.
        7.3 Issuers may consult their account manager in Issuer Regulation if they have queries on this matter.

        Amended on 29 September 2011, 3 March 2014 and 1 December 2015.

      • Practice Note 7.3 Takeovers — Receipt of an Offer for Listed Shares

        Details Cross References
        Issue date: 18 August 2004

        Effective date: 19 August 2004
        Rule 703
        Practice Note 7.1

        1. Introduction

        1.1. This practice note sets out how the listing rules on disclosure work when a company receives an offer for listed shares. It is issued to provide guidance on the continuing listing obligations of listed issuers in the event that they are informed of a proposed offer for their shares or are made an offer for listed shares held by them. The circumstances used to illustrate the principles are drawn from past cases.

        2. The facts

        2.1. A Potential Purchaser made an unconditional offer by letter to Company A to acquire Company B's shares held by Company A. Both Company A and Company B are listed on SGX-ST. If the offer was accepted, the Potential Purchaser would be required under The Singapore Code of Takeovers and Mergers ("Code") to make a mandatory offer for all the shares in Company B that were not held by it.
        2.2. Company A and Company B received the offer letter shortly before 2 pm.
        2.3. At 4.30 pm, Company B requested a trading halt pending an announcement.
        2.4. At 7.30 pm, Company A announced that it had received the offer.
        2.5. At 8.45 pm, Company B made an announcement attaching Company A's announcement.

        3. The Issue

        3.1. Listing Rule 703(1) states that an issuer must make immediate announcement of 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.
        3.2. Should either company have:
        (a) asked for a trading halt immediately on receipt of the offer letter, or
        (b) made an immediate announcement of receipt of the offer letter?

        4. Company A's Position

        4.1. The company secretary received the offer letter when he was at a board meeting, and alerted the chairman when the meeting ended at 2.25pm. The company secretary proceeded to attend a scheduled meeting which commenced immediately. The chairman was not present in the latter meeting. At around 3pm, the company secretary discussed with the chairman whether a trading halt should be called. They concluded that the offer was not material in relation to Company A and as such, did not warrant disclosure during trading hours and correspondingly a trading halt. The chairman convened a board meeting. At 4pm, the board together with Company A's legal and financial advisers, met to discuss, among other issues relating to the offer, whether a trading halt should be called. In the meantime, Company A monitored its shares for signs of unusual trading activity.
        4.2. The Company A board agreed that it was not necessary to call for a trading halt of Company A's shares.
        4.3. Company A took the view that, as there was no material information which needed to be disclosed during trading hours and confidentiality was maintained, no immediate disclosure and accordingly no trading halt, was necessary.
        4.4 Further, Company A felt that even if the offer was material information, the conditions for exemption from disclosure in Listing Rule 703(3), as set out below, were met
        (a) Condition 1: This condition states that a reasonable person would not expect the information to be disclosed. Company A was of the view that a reasonable person would not expect the information to be disclosed. Premature disclosure could prejudice its ability to proceed in the best possible way.
        (b) Condition 2: This condition states that the information is confidential. Company A took that view that the information on the offer was confidential.
        (c) Condition 3: This condition requires one or more of the following to be applicable:—
        (i) the information concerns an incomplete proposal or negotiation;
        (ii) the information comprises matters of supposition or is insufficiently definite to warrant disclosure;
        (iii) the information is generated for the internal management purposes of the entity;
        (iv) the information is a trade secret.
        Company A opined that the information concerned an incomplete proposal or negotiation. The offer was unsolicited and the board might wish to negotiate.
        4.5. Company A also explained that it made an announcement on the offer at 7.30 pm as:
        (a) under the Code, all announcements of takeover offers had to be accompanied by a directors' responsibility statement. This was prepared after the board meeting concluded at about 4.45 pm.
        (b) based on market practice, announcements are released at the earliest "natural" trading break so as not to disrupt trading.
        (c) Company A's shares were trading "cum-offer" in respect of another then on-going offer with the last day for trading "cum-offer" being the next day.

        5. Company B's Position

        5.1. The offer letter was addressed to Company A and copied to Company B's chairman and company secretary.
        5.2. At 2.35 pm, Company B's company secretary tried unsuccessfully to contact Company A's company secretary. In the meantime, Company B monitored its shares for signs of unusual trading activity. At around 4.30 pm, Company B's chief executive officer received a call from Company A's company secretary, advising him to call for a trading halt. Company B immediately contacted SGX to request a trading halt.
        5.3. Company B took the view that, as the target of a potential takeover offer, it had to comply with the Code. Rule 2 of the Code requires absolute secrecy before an announcement is made of a takeover offer or a potential takeover offer.
        5.4. In making its decision, Company B drew a distinction between information involving the issuer as an active participant and as a passive participant. As the offer was made to Company A, whose decision would determine whether there would be a mandatory offer for Company B's shares, Company B needed to establish the facts with Company A before deciding its course of action.

        6. Disclosure Obligations Under Listing Rule 703

        6.1. Listing Rule 703(1) states that an issuer must make immediate announcement of 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.
        6.2. Paragraph 2 of Practice Note 7.1 states that, apart from quantitative factors, an issuer should consider qualitative and circumstantial factors when deciding whether it must disclose information under Listing Rule 703(1).
        6.3 In a negotiation, both the potential purchaser and the potential seller have the right not to proceed with the deal. However, by extending the unconditional offer to Company A, the Potential Purchaser had locked itself into making a takeover offer for Company B's shares should Company A decide to accept the offer for its holding of Company B shares. Thus, the offer to Company A was firm, not an incomplete proposal or negotiation. Nevertheless, Company A might have wanted to initiate negotiation for a higher price. In which case, should there be any suspicion that information about the offer was no longer confidential or if in doubt, an immediate announcement should be made.
        6.4. The share price of Company B moved significantly in market trading after the break for lunch, suggesting a leak of information on the offer, rendering the offer no longer confidential. Company A wondered if other factors might have accounted for the price rise, as there was upward movement in the Straits Times Index ("STI") that day. However, if it could not be reasonably determined that the upward movement in the STI was the only cause of the price increase, Company A should have erred on the side of caution and considered the information as no longer confidential. Further, in assessing the materiality of a transaction, its size and strategic significance should be taken into consideration The offer concerned the sale of an asset of some strategic significance worth more than $500 million.
        6.5. What might Company A have done? Company A should have given immediate attention to the matter. Company A received notification of the offer before 2pm but the first discussion, between the chairman and the company secretary, took place only at around 3 pm. This was followed by a meeting of the Company A board at 4pm and a decision was only reached after 4pm, more than 2 hours after receipt of the offer letter. The listing rule requires a company to make immediate disclosure, which means that consideration of the matter must be a priority.
        6.6 Further, it is important to note that a trading halt may be requested up to 3 days ahead of the release of information. The procedure was designed to help companies meet their listing rule obligations. Therefore:
        (a) while material announcements may be withheld until after trading ends where the information is contained to the company, it should not be withheld until after trading ends as a matter of course and definitely not when there are other parties in possession of it, and
        (b) if an issuer should, but is not able to, announce material information immediately, a trading halt should be called to ensure that trading will only take place in an informed market.
        6.7. If Company A was not yet in a position to decide on the issues that the offer letter posed -materiality, confidentiality and its response to the offer, it might have requested a trading halt until such time it had considered the matter. Equally it might have considered a holding or clarificatory announcement.
        6.8. What might Company B have done? Company B had an obligation under Listing Rule 703(1) to make an immediate announcement. The offer was material information to Company B. If Company B had to establish facts with Company A before deciding its course of action, it should have been insistent on doing so immediately. In the meantime, Company B might have called for a trading halt in its shares until such time it was able to establish the facts with Company A and release an announcement on the offer. If possible, as discussed below, any such trading halt should be co-ordinated with other listed entities.
        6.9 Rule 2 of the Code requires secrecy before any announcement of a takeover offer or possible takeover offer. This is to minimize the risk of a leakage of information to selected parties. The Rule, however, does not prevent any party to the takeover offer from making an announcement of the takeover offer. In fact, Rule 3.4 of the Code states that a potential offeror should not attempt to prevent the board of an offeree company from making an announcement or requesting the Securities Exchange to grant a trading halt at any time the offeree board considers appropriate. This clearly indicates that Company B is not prohibited from making an announcement of the offer under the Code.

        7. Potential Purchaser's Position

        7.1. Under Rule 3.1 of the Code, before the board of an offeree is approached, the responsibility for making an announcement normally rests with the offeror, who should keep a close watch on the offeree's share price and volume. If there is undue movement in the offeree's share price or volume, and there are reasonable grounds for concluding that the offeror's actions (whether through inadequate security, purchase of the offeree's shares or otherwise) have directly contributed to the situation, the offeror must make an announcement. This rule suggests that the only party who should be aware of an offeror's intentions is the offeror itself.
        7.2. In this case, the Potential Purchaser had informed Company B of the offer. Such action is not in conflict with the Code or the listing requirements. In the case where the Potential Purchaser had not forwarded the letter to Company B, the Potential Purchaser would then have had to keep a close watch on the offeree's share price and volume. Should there have been any significant unusual movement in the price or trading volume of Company B's shares, with reasonable grounds to attribute the movement directly to the offer made to Company A, the Potential Purchaser would have had to immediately inform Company B and Company A to request a trading halt, followed by an announcement of its offer to Company A.

        8. General Principle

        8.1. In a takeover it is important that the market is given material information in a timely and coordinated way. This condition is easily met when an offer is made after market hours. However if it is necessary to make the offer during market hours, suspension or trading halts should be coordinated among the listed participants.
        8.2. The Exchange's disclosure rules and the Code's requirements are not in conflict. If an offeror or offeree has any doubt on how it should comply with the relevant requirements, it should consult SGX or SIC or both.

        Amended on 29 September 2011.

      • Practice Note 7.4 Guide for Operating and Financial Review

        Details Cross References
        Issue date: 7 June 2006

        Effective date: 1 September 2006
        Listing Rule 1207(4)

        1. Introduction

        1.1 This Practice Note publishes the guide provided by the Council on Corporate Disclosure and Governance on the Operating and Financial Review in an annual report.
        1.2 Issuers are encouraged to follow the OFR Guide, but it is not compulsory.

        2. OFR Guide

        2.1 The OFR Guide is enclosed.

        Guide for Operating and Financial Review

        INTRODUCTION

        1. The objective of the Operating and Financial Review ("OFR") in annual reports is to provide users with an understanding of the company by providing an analysis of the company's businesses as seen through the eyes of the directors and management. The OFR serves to facilitate assessment of the company's business and business objectives, its principal drivers of performance, the dynamics of the business, and the performance and financial condition of the company.
        2. Companies listed on the Singapore Exchange ("SGX") are currently required to include a discussion of their operating and financial performance and business outlook under the SGX listing rules1. This Guide provides a set of best practice guidance to listed companies in the preparation of the OFR in their annual reports, which will complement and supplement the financial statements.
        3. The approach taken in this Guide is to set out general guidance, in the form of Principles and Guidelines, on the OFR, rather than to prescribe a set of mandatory rules or requirements. Adherence with the Guide is voluntary. The Principles set out in the Guide should be regarded as fundamental to the preparation of a good OFR. The Guidelines elaborate on how those principles can be applied.
        4. Listed companies are encouraged to apply these best practices for disclosure of information in their OFRs. It is recognised that not all items in the guidelines may be relevant to all companies, as companies vary by size, industry group and other factors. The guidance should also not be regarded as a comprehensive list of the matters that might be considered by the directors and management to be relevant to an assessment of the company. The OFR should focus on those matters that are considered significant to that company as a whole. It is for the directors and management to decide how best to apply the framework of this Guide to the particular circumstances of the company.

        OBJECTIVES AND TENETS OF THE OPERATING AND FINANCIAL REVIEW

        1. The objective of the OFR is to provide users with a good understanding of the company by providing a historical and prospective analysis of the company's businesses as seen through the eyes of the directors and management. The OFR should assist the user's assessment of its performance and understanding of the future direction of the company. The OFR should focus on matters of significance to the company as a whole.
        2. The focus of the OFR is on explanations and analysis. It should contain analytical description, rather than replicate information in the financial statements. It should discuss and interpret the performance and financial condition of the company, in the context of opportunities and risks impacting the operations of the company and known or reasonably expected changes in the environment in which it operates. The OFR should discuss known trends and factors relevant to forming a view as to likely future performance. An explanation of the trends and uncertainties known to be facing the company would not require a forecast of the outcome of such uncertainties. Rather, the explanation should be sufficient to permit readers of the financial report to form their own judgements of the outcomes of such uncertainties.
        3. The benefits of particular disclosures should be balanced against any potential commercial risks to the company from the disclosure of commercially sensitive information. This Guide does not expect that disclosure be made by listed companies of information of a commercially prejudicial or sensitive nature that a reasonable person would not expect to be disclosed, for example where:—
        (a) the information concerns a trade secret;
        (b) the information concerns an incomplete proposal or negotiation; or
        (c) information comprises matters of supposition and is insufficiently definite to warrant disclosure.
        4 Information and analysis contained in the OFR should, as far as possible, be neutral and free from bias, dealing even-handedly with both good and bad aspects. The directors and management should ensure that material information is not omitted. Where the information in the OFR relates to financial information, it should be consistent with information in the audited financial statements. This should not be taken to mean that an audit of the OFR is required.

        PRINCIPLES AND GUIDELINES

        (A) Presentation of the OFR

        Principle 1
        1 The OFR should focus on matters that are relevant to investors. It should be easy for users of financial reports to understand.

        Guidelines
        1.1 The OFR should be written in a style that is clear and readily understood. It should avoid the use of technical language as far as possible. Figures and graphics may be useful to assist understanding of discussions in the OFR.
        1.2 To facilitate reference to OFR disclosures by users of the annual report, it could be useful to include the key discussions of the OFR in a distinct, stand-alone section of the annual report. However, companies may decide that, in the context of the format of their annual report, it would be preferable to incorporate some of the discussion within other sections of the annual report, such as the Chairman's statement or the Chief Executive Officer's statement.
        1.3 While the approach adopted for the presentation of the OFR may evolve over time, or differ from that adopted by other companies, disclosure should be sufficient for the user to be able to compare the information presented in the OFR of the company with that in previous periods, and with information about other companies in the same industry or sectors, where practical.
        (B) Company Overview, Objectives and Strategy

        Principle 2
        2 The OFR should describe the nature of the company, its objectives and broad strategies, and explain the main areas of operation of the company's business, as context for the discussion and analysis of performance and financial position. The discussion in the OFR should cover the group business of the listed company, including its principal subsidiaries.

        Guidelines
        2.1 The OFR should discuss the objectives for the business and broadly, management's strategy for achieving them. Objectives may be defined in terms of financial performance. Non-financial objectives may also be discussed, where relevant.
        2.2 Depending on the nature of the business, discussion of the company's business and operations might cover areas such as:—
        •   the industries, locations and markets in which the company operates;
        •   its main products and services, business processes and distribution methods, and intellectual property;
        •   the structure of the company and main operating facilities; and
        •   any significant changes to the legal, social, political and regulatory environments that influence the company.
        Principle 3
        3 The key financial and non-financial performance indicators used by management to assess the company and its performance should be discussed.

        Guidelines
        3.1 The OFR would normally include a range of financial and non-financial measures used to measure the company's performance. Comparability would be enhanced if the measures disclosed are accepted and widely used within the industry sector or more generally. Where practical, performance indicators should be compared with previous periods to outline trends.
        3.2 The measures used should be defined, and the basis for calculation explained. Comparative amounts should be disclosed. Material changes in the financial measures disclosed, including significant changes in the underlying accounting policies applied, should be identified and explained. Comparative amounts should be restated on the new basis, where practical.
        (C) Operating Review

        Principle 4
        4 The OFR should discuss the significant features of performance for the period covered by the financial report, focusing on the overall company as well as those business or geographic segments that are relevant to an understanding of the performance as a whole.

        Guidelines
        4.1 The OFR should identify and explain the main factors that affect the activities and performance of the company, and in particular discuss those that either have varied in the past or are expected to change in the future. Discussion of past performance should be supplemented by known trends and factors that are likely to affect future performance.
        4.2 Key components of the result of operations should be discussed, including major sources of revenues, where appropriate. The OFR should also discuss any significant changes in capital employed. The OFR should discuss the results in comparison with prior periods and any projections publicly disclosed by the company.
        4.3 The OFR should set out the analysis of any significant effect on performance of changes in the industry or the environment in which the company operates and of developments within the company, for example:—
        •   changes in market conditions;
        •   the introduction or announcement of new products and services;
        •   new activities, discontinued activities and other acquisitions and disposals;
        •   asset impairments; and
        •   results of any material acquisition, and extent to which published expectations at the time of acquisition have been realised.
        4.4 The analysis should cover any other special factors that have affected performance in the period under review, even where the effect cannot be quantified. Where unusual or infrequent events or transactions have affected the result for a period, the OFR should discuss their nature and impact on the company. The discussion should comment on the impact on future operations of significant post-balance sheet events. The OFR should enable users to assess the significance of the ongoing and core activities of the company and the sustainability of performance relating to those activities.
        Principle 5
        5 The OFR should discuss the dynamics and risk factors of the business.

        Guidelines
        5.1 This should include a discussion identifying the significant opportunities, risks and threats facing the business, together with a commentary on the strategies and processes applied to managing them, and in qualitative terms, the nature of their potential impact on performance. Known factors and influences that may have a material effect on future performance and financial position, particularly within the 12 months from the date when the financial statements are authorised for issue, should be discussed.
        5.2 A commentary on the strengths and resources of the business that should assist the company in the pursuit of its objectives would be useful. This could include items that are not reflected in the balance sheet, e.g corporate reputation and brand equity, licences, patents, copyrights and trademarks, and research and development.
        Principle 6
        6 The OFR should comment on investments and measures to maintain and enhance the position and profitability of the company.

        Guidelines
        6.1 The nature of activities and expenditure by the company to maintain and enhance the position and profitability of the company should be discussed. It could include description of major projects that involve capital expenditure being undertaken by the company. Qualitative information as to the benefits expected from such activities and expenditure could be given.
        (D) Financial Review

        Principle 7
        7 The OFR should identify and explain significant matters which affect the company's financial condition. It should discuss the capital structure and capital management policies of the company, its treasury policy, the dynamics of the company's financial position and its funding and liquidity position.

        Guidelines
        7.1 The OFR should contain a discussion of the capital structure of the company, including the maturity profile of its debt, type of financial instruments used and currency and interest rate exposures. This could include comments on the company's debt rating and relevant ratios such as interest cover and debt/equity ratios. The purpose and effect of major financing transactions undertaken up to the date the financial statements are authorised for issue should be explained.
        7.2 The discussion should cover the capital funding and treasury policies and objectives that are significant to the company's performance. The types of items that might be discussed include:—
        •   the currencies in which borrowings are made and in which cash and cash equivalents are held;
        •   maturity profile of borrowings and extent of fixed-rate borrowings;
        •   mix between equity and debt financing;
        •   significant investments held;
        •   risk management policies;
        •   hedging policies and the use of financial instruments for hedging;
        •   use of special purpose entities and other off-balance sheet arrangements; and
        •   capital management, including share buy-backs and capital restructuring.
        7.3 To assist understanding of the cash flow and liquidity position of the company, the cash generated from operations, and other cash flows during the period under review should be discussed. The OFR should comment on any special factors that influenced cash flows in the current period and any known factors that may have a significant effect on future cash flows.
        7.4 The company's liquidity and funding at the end of the period under review should be discussed. Discussion of significant funding requirements for capital expenditure and servicing of borrowings would be useful. The OFR could also comment on the level of borrowings, the seasonality of borrowing requirements, undrawn financing facilities and the maturity profile of both borrowings and undrawn committed borrowing facilities.
        7.5 Where the company has entered into covenants with lenders which could have the effect of restricting the use of credit facilities and a material breach of a covenant has occurred or is expected to occur, the measures taken or proposed to remedy the situation should be disclosed.
        7.6 To facilitate the user's understanding of the financial statements, it would be useful for the OFR to identify and discuss the critical accounting policies, estimates and judgements made that are key to the interpretation of the company's financial statements. Such information would be particularly relevant for areas where subjective judgements are involved or for companies with complex financial structures.
        Principle 8
        8 The OFR should discuss the overall return attributable to shareholders, including distributions and share repurchases.

        Guidelines
        8.1 All forms of shareholder returns, including share buy-backs, dividend distribution, other forms of return of capital and shareholder plans should be discussed and their effects should be explained. The OFR should also include a commentary on the various factors (including profitability) contributing to the dividend for the financial year, including the overall dividend policy.

        Amended on 29 September 2011.


        1 Rule 1207(4) of the Listing Manual of the Singapore Exchange.

      • Practice Note 7.5 General Meetings

        Details Cross References
        Issue date: 31 July 2013

        Effective date: 1 January 2014
        Listing Rule 704(16)

        Listing Rule 730A

        1. Introduction

        1.1 This Practice Note provides guidance on the conduct of general meetings.

        2. Location of general meeting

        2.1 An issuer primary-listed on the Exchange shall hold all its general meetings in Singapore, unless prohibited by relevant laws and regulations in the jurisdiction of its incorporation.
        2.2 General meetings are important avenues for shareholders to voice their opinion and seek clarifications from the Board and management on matters relating to an issuer. At these meetings, shareholders are given the opportunity to meet with the management team, the external auditors and key members of the Board, such as the Chairman, the Audit Committee Chairman and the independent directors. This enhances the quality of communication between the issuer and its shareholders.
        2.3 Issuers may be required by the laws and regulations of their country of incorporation to hold general meetings within their jurisdictions. Such issuers will be required to demonstrate to the Exchange the restrictions in their jurisdictions that prohibit general meetings from being held outside their country of incorporation.
        2.4 Issuers who hold general meetings outside Singapore should hold information meetings for the shareholders in Singapore. These provide an avenue for the shareholders in Singapore to interact directly with the Board and management of the issuers as they would at the general meetings. Where the general meetings are held in jurisdictions other than Singapore, the issuers should make arrangements such as video conference or webcast to enable the shareholders based in Singapore to follow the proceedings during the general meetings.
        2.5 The Exchange recognizes that there could be other circumstances which call for an issuer to hold its general meetings outside Singapore, such as to reach a larger public shareholder base, if most of its shareholders are based outside Singapore. The Exchange is prepared to consider these circumstances on a case-by-case basis. Issuers should consult the Exchange on the applicability of Listing Rule 730A(1) in the event of any doubt.
        2.6 An issuer is required to disclose the circumstances under which its general meetings are convened outside Singapore in the following:—
        (a) listing applicant's IPO prospectus, introductory document or offering memorandum if the arrangement to hold the general meetings outside Singapore is known at the time of listing; and
        (b) SGXNET announcement when the arrangement to hold the general meetings outside Singapore is approved by the Exchange after listing.

        3. Proxy voting

        3.1 An issuer should encourage its shareholders to attend, speak and vote at its general meetings in person. If shareholders are unable to attend in person, they should be allowed to appoint proxies to represent them.
        3.2 Proxy forms must be designed clearly to allow a shareholder appointing a proxy to indicate how the shareholder would like the proxy to vote in relation to each resolution.
        3.3 If a shareholder submits a proxy form and subsequently attends the meeting in person and votes, the appointment of the proxy should be revoked. There must be sufficient systems or processes in place at the meeting to identify and cancel the appointment of the proxy at the point when the shareholder attends the meeting.

      • Practice Note 7.6 Sustainability Reporting Guide

        Details Cross References
        Issue date: 20 June 2016

        Effective date: 20 July 2016
        Listing Rule 711A

        Listing Rule 711B

        1. Introduction

        1.1 Listing Rule 711A requires every listed issuer to prepare an annual sustainability report, which must describe the issuer's sustainability practices with reference to the primary components set out in Listing Rule 711B on a 'comply or explain' basis. This Practice Note contains the Sustainability Reporting Guide (the "Guide"), which provides guidance on the expected structure and contents and the preparation of the sustainability report.
        1.2 Sustainability reporting disclosure does not detract from the issuer's obligation to disclose any information that is necessary to avoid the establishment of a false market in the issuer's securities or would be likely to materially affect the price or value of its securities pursuant to Listing Rule 703.
        1.3 A glossary of the common terms used in the Guide is set out in paragraph 7 of this Guide.

        2. Policy Statement on Sustainability Reporting

        2.1 Issuers make regular financial reports to their investors that are used for assessment of the likelihood of repayment (in the case of debt securities) and the returns on investment (in the case of equity securities). Increasingly, investors are demanding that issuers fulfil these obligations in a responsible and sustainable manner.
        2.2 Reflecting these expectations, financial reports increasingly need to be supplemented by descriptive and quantitative information on how business is conducted and the sustainability of the current business into the future.
        2.3 SGX believes that the addition of sustainability reporting to financial reporting provides a more comprehensive picture of the issuer: statements of financial position and comprehensive income provide a snapshot of the present and an account of the past year, while sustainability reports of environmental, social and governance factors ("ESG factors") show the risks and opportunities within sight, managed for future returns. Taken together, the combined financial and sustainability reports enable a better assessment of the issuer's financial prospects and quality of management.
        2.4 To achieve the additional transparency which encourages efficiency and innovation, SGX-ST requires each listed issuer to publish an annual sustainability report on a 'comply or explain' basis, in accordance with the Listing Rules. This Guide provides guidance to the issuer on compliance with the requirements under the Listing Rules.

        3. Principles

        Board responsibility

        3.1 Under the Code of Corporate Governance issued on 2 May 2012, the Board is collectively responsible for the long term success of the issuer. It provides strategic direction and specifically considers sustainability issues as part of its strategic formulation. Consistent with its role, the Board should determine the ESG factors identified as material to the business and see to it that they are monitored and managed. The Board's close interaction with management will enable the Board to satisfy itself on the way sustainability governance is structured and functioning through the various levels of management. The Board has ultimate responsibility for the issuer's sustainability reporting. If any question is raised regarding the issuer's sustainability reporting, the Board should make sure it is addressed.

        'Comply or explain'

        3.2 Each issuer is required to prepare an annual sustainability report. The sustainability report should include the primary components as set out in Listing Rule 711B and paragraph 4.1 of this Guide, on a 'comply or explain' basis. Where the issuer cannot report on any primary component, the issuer must state so and explain what it does instead and the reasons for doing so.

        Report risks as well as opportunities

        3.3 In identifying material ESG factors, the issuer should consider both risks and opportunities. In addition, it is conceptually sound, and validated by experience, that risks well-managed represent strengths which can be applied to fulfill opportunities. The risks and opportunities within sight have direct bearing on strategies and operations and should be reported for clearer understanding of the issuer's performance, prospects and management quality. To facilitate understanding, issuers should give the whole explanation in a concise manner.

        Balanced reporting

        3.4 In reporting on sustainability, care should be taken to give an accurate and balanced view. There may be a tendency to give more prominence to what is favourable and understate what is negative. Both situations require comprehensive explanations. In reporting performance, factors beyond the issuer's control are as relevant to exceeding the target as to a performance shortfall. In the event of underperformance, the issuer's response is also important and should be included to bring about confidence in its longer term sustainability objectives.

        Performance measurement system

        3.5 An effective policy and operational response to sustainability risks and opportunities requires performance measurement and its linkage to performance incentives. Having a good performance measurement system allows the issuer to benchmark performance against stated objectives and facilitates comparison over time and across entities. Clearly linking sustainability risks and opportunities with strategy, other organisational risks, operational indicators, performance measures and performance incentives not only enhances understanding but provides an engine for improvement, innovation and accountability.

        Global standards and comparability

        3.6 The issuer needs to give priority to using globally-recognised frameworks and disclosure practices to guide its reporting. The increasingly borderless markets for funds as well as for goods and services mean that corporate reporting standards tend to gravitate toward global best practice. Added to this is the international character of SGX-ST both in terms of listed issuers as well as investors. The individual issuer should take care that its disclosure efforts not be considered inadequate by stakeholders. Where the issuer is applying a portion of a particular framework, the issuer should provide a general description of the extent of the issuer's application of the framework.

        Stakeholder engagement

        3.7 The issuer's responsibility on disclosure, including annual reports and sustainability reports, is first and foremost to current and potential shareholders, i.e. the investing public. Interaction of the issuer with its other stakeholders is also of interest to investors for its relevance to sustainability across the value chain of the issuer. The views of stakeholders also contribute to inform the issuer's identification of material ESG factors. On a continuing basis, regular and sustained engagement with stakeholders provides the issuer with an up-to-date picture of its sustainability within both its business and physical environments. The material outcomes of such engagement should be included in the sustainability report.

        Independent assurance

        3.8 Independent assurance increases stakeholder confidence in the accuracy and completeness of the sustainability information disclosed. An issuer whose sustainability reporting has already matured after several annual exercises would want to undertake external assurance by independent professional bodies to add credibility to the information disclosed and analysis undertaken. An issuer new to sustainability reporting may wish to start with internal assurance before progressing to external assurance for its benefits. The issuer should also consider whether it would be worthwhile to undertake independent external assurance on selected important aspects of its report even in its initial years, expanding coverage in succeeding years.

        4. Contents of Sustainability Reporting

        Primary components

        4.1 The sustainability report should comprise the following primary components:
        (i) Material ESG factors. The sustainability report should identify the material ESG factors, and describe both the reasons for and the process of selection, taking into considering their relevance to the business, strategy, business model and key stakeholders.
        (ii) Policies, practices and performance. The sustainability report should set out the issuer's policies, practices and performance in relation to the material ESG factors identified, providing descriptive and quantitative information on each of the identified material ESG factors for the reporting period. Performance should be described in the context of previously disclosed targets.
        (iii) Targets. The sustainability report should set out the issuer's targets for the forthcoming year in relation to each material ESG factor identified.
        (iv) Sustainability reporting framework. The issuer should select a sustainability reporting framework (or frameworks) to guide its reporting and disclosure. The sustainability reporting framework(s) selected should be appropriate for and suited to its industry and business model. The issuer should state the name of the framework(s), explain its reasons for choosing the framework(s) and provide a general description of the extent of the issuer's application of the framework(s).
        (v) Board statement. The sustainability report should contain a statement of the Board on the Board having considered sustainability issues as part of its strategic formulation, determined the material ESG factors and overseen the management and monitoring of the material ESG factors.

        Identification of material ESG factors

        4.2 The issuer should review its business in the context of the value chain and determine what ESG factors in relation to its interaction with its physical environment and social community and its governance, are material for the continuity of its business. The issuer is expected to report the criteria and process by which it has made its selection with reference to how these factors contribute to the creation of value for the issuer.
        4.3 In broad terms, environmental factors would include materials, energy, water, emissions, effluents and waste as well as environmental complaint mechanisms. Social factors would include health and safety, employment practices and labour rights such as collective bargaining, as well as product responsibility, anti-corruption and supplier assessments. The framework chosen is likely to have additional factors that the issuer would report on.
        4.4 Corruption is a factor on which many investors require reassurance, whether inducement is being offered to employees or by employees to others. Where corruption has been addressed in the Corporate Governance report, the issuer may refer to that report. If corruption is not assessed to be a material ESG factor by the issuer, where stakeholders express sufficient interest in the information, the issuer is advised to state its policy and safeguards on its website.
        4.5 Gender, skill and experience have been highlighted as diversity indicators material to business sustainability. Diversity greatly enhances the issuer's capacity for breadth of input and perspectives into decision making, risk alertness and responsiveness to change. The issuer should be aware of this trend and assess whether diversity is a material social factor in its business. It should engage stakeholders in assessing the necessity of reporting on this matter. In satisfying investors and other stakeholders, diversity should be examined through broad levels of staff and also importantly, in the Board. Where diversity has been addressed in other sections of the annual report, the issuer may refer to those sections. If diversity is not assessed to be a material ESG factor by the issuer, where stakeholders express sufficient interest in the information, the issuer is advised to state its policy and actions on its website.
        4.6 The issuer should consider not just its internal circle of operations but also widen that circle to include persons and processes in the value chain that contribute to the issuer's product or service. Parts of the business outsourced to third parties (for example, freight and logistics), as well as downstream processes (for example, product defect response), constitute an integral part of the issuer's business and need to be included in the sustainability report.

        Materiality

        4.7 As guidance, sustainability reporting relates to the most important environmental, social and governance risks and opportunities that will act as barriers or enablers to achieving business goals in the short, medium and long term. The omission or misstatement of these risks or opportunities could influence the decisions of investors.
        4.8 Generally, what is material in sustainability reporting would also be considered material in financial terms, if not in the immediate period, then over time.
        4.9 In assessing materiality of the ESG factors on which it reports, the issuer should first satisfy itself of the relevance of selected factors to its business strategy and outcomes. This has the benefit of focusing both executives and employees on uniform key risks and opportunities that deliver (or impede) desired outcomes.
        4.10 The issuer should use risk ranking and prioritisation to distil the material ESG factors. This process is similar to the widely-practised Enterprise Risk Management (ERM) process. The issuer should expand the breadth of the assessment to account for material ESG factors.
        4.11 The Board should determine the material ESG factors and the issuer's response to the attendant risks and opportunities. Discussion with stakeholders contributes to an accurate appreciation of what is important in the business on an ongoing basis.

        Possible process and tools

        4.12 A possible process for assessing ESG factors with material relevance to the business and business model are set out in the following paragraphs.
        4.13 In assessing materiality of the ESG factors on which it reports, the issuer may consider:
        (i) Value drivers
        (ii) Stakeholder engagement
        (iii) Risk management
        (iv) External factors, for example sector, geography, economics, market, social, environment
        (v) Internal factors, for example business model, business cycle, strategy
        (vi) Qualitative perspectives, for example operational, strategic, reputational and regulatory
        (vii) Timeframe of these considerations
        Figure 1: Order of considerations and determination of the material ESG factors
        4.14 The issuer may use the following Materiality Determination Process tools (templates) and step-by-step guidance (Identify — Rate — Prioritise — Validate). These tools are guidance and not mandatory. The issuer should disclose the outcomes of this process but can use its discretion as to whether it would like to disclose any part of the tools in their sustainability report.
        (i) STEP 1: IDENTIFY. The issuer can use this template to identify the most pressing (material) factors (impact/opportunities) for the issuer (or for each subsidiary in the group). It will also help formulate management's approach and response, and identify where data collection needs to be strengthened.

        Template 1: Issue identifications template

        XX Issuer Issue 1 Issue 2 etc.
        INDUSTRY Construction  
        COUNTRY OF OPERATION Singapore, Malaysia, China, Indonesia
        NO. OF EMPLOYEES XXX (this is only permanent employees which make up approx. 40% of workforce)
        MATURITY Fairly good. Has a 2014 Sustainability Report.
        WHAT What is the issue? (What should the issuer be reporting) Worker safety Diversity
        WHY Why is it material? Construction sites, working at heights. Labour intensive. Exposure risk is high. Xxx
        RESPOND How is/should the issuer strategically respond to address the issue? Operational decisions made by Safety Forum. Issuer has 5 cardinal rules for safety and management's performance bonus linked to leading safety targets. Xxx
        MEASURE How is the issuer measuring performance in this area? All Injury Frequency Rate (AIFR)

        Fatalities

        Number of leadership site visits
        Xxx
        AVAILABILITY How easy will it be to collect? Yes- reported for regulatory compliance Xxx
        TARGET What are/should the targets be? (benchmark) All Injury Frequency Rate (AIFR) target at 9

        Number of leadership site visits: 6
        Xxx
        STAKEHOLDERS Which stakeholder group is impacted or impacts the business. Employees, Regulator, Shareholder Xxx
        VALUE CHAIN Is the impact inside or outside the organisation Inside Xxx

        Source: KPMG
        (ii) STEP 2: RATE. Once the issues of the issuer and its subsidiaries have been explored using Template 1, the issuer will need to cluster similar issues e.g. safety and health issues can be clustered together. If the issuer is a holding company, a rating process can be done to assess what issues are pervasive/most common across the group. The issuer can use Template 2 as a guide.

        Template 2: Clustering and rating of issues

        Potential issue clustering and rating
          Safety and Health Diversity Labour Practices Supply Chain Climate Change Water Etc
        Construction
        Subsidiary 1    
        Subsidiary 2
        Subsidiary 3      
        Xxx