Rulebooks: Contents

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

Back Rich text Print

You need the Flash plugin.

Download Macromedia Flash Player



  • 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 for which a listing and quotation notice has been issued 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 Authority, 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:
      1. the provision of the loan is not prejudicial to the interests of the issuer and its minority shareholders; and
      2. 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.