210

Current version: Effective from 03 Sep 2021 to 31 Dec 2021

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 facilitate 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, non-recurrent income and items generated by activities outside the ordinary course of business 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. A director who has no prior experience as a director of an issuer listed on the Exchange must undergo training in the roles and responsibilities of a director of a listed issuer as prescribed by the Exchange. If the nominating committee is of the view that training is not required because the director has other relevant experience, the basis of its assessment must be disclosed. 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 as a director of an issuer listed on the Exchange or if he has other relevant experience, and if so, provide details of his directorships and other relevant experience. If the director has no prior experience as a director of an issuer listed on the Exchange and has no other relevant experience, the issuer must confirm that the person has undertaken training as prescribed by the Exchange.
(b) The character and integrity of the directors, management, founding shareholders and controlling shareholders of the issuer will be a relevant factor for consideration. In considering whether the directors, management, founding shareholders 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.
(d) A director will not be independent under any of the following circumstances:
(i) if he is employed or has been employed by the issuer or any of its related corporations in the current or any of the past three financial years;
(ii) if he has an immediate family member who is employed or has been employed by the issuer or any of its related corporations in the current or any of the past three financial years, and whose remuneration is or was determined by the remuneration committee of the issuer; or
(e) The issuer must establish one or more committees as may be necessary to perform the functions of an audit committee, a nominating committee and a remuneration committee, with written terms of reference which clearly set out the authority and duties of the committees.
(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 capitalisation 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 a meaningful portfolio of reserves in a defined area which is substantiated by a qualified person's report prepared by an independent qualified person.
(b) 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.
(c) 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.
(d) A mineral, oil and gas company must have at least one independent director with appropriate industry experience and expertise.
(e) All mineral, oil and gas companies must satisfy other listing requirements in Rule 210.
(f) 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.
(g) 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.
(10) Dual Class Share Structure
(a) In this Rule 210(10):
(i) "permitted holder group" means a group of persons or an entity permitted to hold multiple voting shares in accordance with Rule 210(10), and includes a holder of multiple voting shares;
(ii) "responsible director" means, in relation to any multiple voting shares, a director who is required to be appointed in accordance with Rule 210(10); and
(iii) references to any sale or transfer of multiple voting shares include any sale or transfer of interest (including beneficial interest or voting right) thereto, and whether or not for value.
(b) A listing applicant that intends to list with a dual class share structure must be suitable for listing with a dual class share structure.
(c) An issuer must specify the holders of multiple voting shares at IPO. The Exchange may permit a group of persons or an entity to be treated as a permitted holder group. In the case of a permitted holder group, an issuer must specify the scope of the permitted holder group at IPO. The issuer may not add to the scope subsequently.
(d) Each multiple voting share shall not carry more than 10 votes per share. An issuer must specify the number of votes at IPO, and may not increase such number subsequently.
(e) Subject to Rule 210(10)(f):
(i) a holder of multiple voting shares must be appointed as a responsible director; or
(ii) in the case of a permitted holder group, a responsible director must be appointed for the permitted holder group. The Exchange may require any other person to be appointed as a responsible director.
(f) An issuer with a dual class share structure must have automatic conversion provisions which provide that a multiple voting share will be converted into an ordinary voting share on a one-for-one basis in the event that:
(i) the multiple voting share is sold or transferred to any person, and in the case of a permitted holder group, other than to persons in the permitted holder group; or
(ii) a responsible director ceases service as a director (whether through death, incapacity, retirement, resignation or otherwise), and in the case of a permitted holder group, other than where a new responsible director is appointed,
unless otherwise specifically approved by shareholders through the enhanced voting process. The relevant holder of the multiple voting share, the person to whom the multiple voting share is to be sold or transferred and such responsible director (as the case may be), and their respective associates, must abstain from voting on the resolution.
(g) Holders of ordinary voting shares holding at least 10% of the total voting rights on a one-share-one-vote basis must be able to convene a general meeting.
(h) In any general meeting, the number of votes that may be cast by holders of ordinary voting shares who are not also holders of multiple voting shares must be at least 10% of the total voting rights of the issuer.
(i) The majority of each of the committees performing the functions of an audit committee, a nominating committee and a remuneration committee, including the respective chairmen, must be independent.
(j) The issuer must ensure that the requirements relating to the dual class share structure and the rights of the multiple voting shares and ordinary voting shares in Rules 210(10)(c) to 210(10)(i) are prescribed in its Articles of Association or other constituent documents.
(11) Special Purpose Acquisition Company or SPAC
(a) An issuer that intends to list as a SPAC must be suitable for listing and is not permitted to adopt a dual class share structure at IPO. In assessing the suitability of the SPAC, the Exchange may take into account any factor it considers relevant including, but not limited to, the factors set out in Practice Note 6.4.
Quantitative Criterion
(b) Market capitalisation of not less than S$150 million based on the issue price and post-invitation issued share capital.
Shareholding Spread
(c) At least 25% of its total number of issued shares excluding treasury shares must be held by at least 300 public shareholders.
Issue Price
(d) The issue price of the securities offered for subscription or sale, for which a listing is sought, must be at least S$5 each. Securities may consist of a share and warrant (or other convertible securities).
Minimum Securities Participation
(e) The issuer’s founding shareholders and management team must, in aggregate, subscribe for a minimum value of equity securities (based on the subscription price at IPO) in accordance with the following requirements:
 
Market Capitalisation
(S$ million)
(“M”)

Proportion of subscription
150 ≤ M < 300 3.5%
300 ≤ M < 500 3.0%
M ≥ 500 2.5%
The form of equity securities participation may be by way of (i) subscription of units, shares or warrants at IPO; (ii) by irrevocable commitment provided at the time of the IPO, to subscribe for equity securities of the issuer no later than simultaneously with the completion of the business combination, or (iii) by a combination of the methods in (i) and (ii), subject to compliance with the listing rules and such other conditions as the Exchange may consider appropriate. For the avoidance of doubt, the subscription price of the equity securities participation by way of the method in (ii) must not be lower than the subscription price of the respective equity securities at IPO.
(f) The extent of the aggregate equity interests in the issuer acquired by the founding shareholders, management team, and their associates at nominal or no consideration is generally permitted up to 20% of the issued share capital of the issuer (on a fully diluted basis) immediately following closing of the IPO. The Exchange retains discretion in considering the appropriateness of such equity ownership, taking into account the overall structure of the issuer. For avoidance of doubt, such limit includes equity interests arising from warrants or other convertible securities acquired at nominal or no consideration.
Board Committees
(g) The majority of each of the committees performing the functions of an audit committee, a nominating committee and a remuneration committee, including the respective chairmen, must be independent.
Moratorium
(h)
(i) The moratorium requirements specified in Rules 227, 228 and 229 must be satisfied. The period of moratorium specified in Rules 229(1) to (4) commences on the date of listing up to and including the completion date of the business combination.
(ii) The moratorium requirements specified in Rules 227, 228 and 229 are applicable to all equity securities of the issuer held by the founding shareholders, the management team, and their respective associates on the date of listing. The period of moratorium specified in Rule 229 commences on the date of listing up to and including the completion date of the business combination.
(iii) Following the completion of the business combination, all equity securities of (A) the founding shareholders and the management team of the issuer, and their associates; and (B) the controlling shareholders of the resulting issuer and their associates, and executive directors of the resulting issuer with an interest in 5% or more of the issued share capital of the resulting issuer, will be subject to the moratorium requirements in Rules 227, 228 and 229 (in accordance with the resulting issuer’s compliance with Rules 210(2)(a), (b) or (c), or Rule 210(8), or Rule 210(9)) from the completion date of the business combination.
IPO Proceeds and Escrow Requirements
(i)
(i) Immediately upon listing on the Exchange, the issuer must place at least 90% of the gross funds raised from its IPO in an escrow account opened with and operated by an independent escrow agent which is a financial institution licensed and approved by the Monetary Authority of Singapore. The amount placed in the escrow account cannot be drawn down except for the purpose of the business combination, on liquidation of the issuer or such other circumstances set out in Practice Note 6.4.
(ii) The escrow agent appointed by the issuer must be independent of the founding shareholders, the management team, and their associates.
(iii) The issuer must secure and maintain the escrow arrangement(s) at all times over the funds in the escrow account until the termination of the escrow account in accordance with Rule 210(11)(i)(v).
(iv) The issuer (through the escrow agent) shall only be permitted to hold its assets in permitted investments in the form of cash or cash equivalent short-dated securities of at least A-2 rating (or an equivalent) until completion of a business combination that meets the Exchange’s requirements.
(v) The issuer (through the escrow agent) may invest the escrowed funds in permitted investments in accordance with Rule 210(11)(i)(iv) and the escrow agreement governing the escrowed funds must provide for:
(A) The termination of the escrow account and release of the escrowed funds on a pro rata basis to shareholders who exercise their redemption rights in accordance with Rule 210(11)(m)(x) and the remaining escrowed funds to the issuer, if the issuer completes a business combination within the permitted time frame; and
(B) The termination of the escrow account and the distribution of the escrowed funds to shareholders (other than the founding shareholders, the management team, and their associates in respect of all equity securities owned or acquired by them prior to or pursuant to the IPO) in accordance with the terms of Rules 210(11)(n)(i) to (iv).
The content of the escrow agreement must comply with the requirements as set out in paragraph 3 of Practice Note 6.4.
(vi) The IPO proceeds that are not placed in the escrow account, and interest or other income earned on the escrowed funds from permitted investments, may be applied as payment for administrative expenses incurred by the issuer in connection with the IPO, for general working capital expenses and for the purpose of identifying and completing a business combination.
Issue of Warrants and Other Convertible Securities
(j) Where any warrants or other convertible securities are issued in connection with the IPO or prior to the completion of a business combination, these convertible securities must comply with the following requirements:
(i) Part VI of Chapter 8;
(ii) the exercise price of warrants or other convertible securities must not be lower than the price of the ordinary shares offered for the IPO;
(iii) the warrants or other convertible securities must not be exercisable prior to the completion of the business combination;
(iv) the warrants or other convertible securities must not have an entitlement to the funds held in the escrow account upon liquidation of the issuer or redemption of the ordinary shares by shareholders; and
(v) the tenure of the warrants or other convertible securities must expire on the earlier of the (A) maximum tenure under the issuance terms as stated in the prospectus issued in connection with the issuer’s IPO; or (B) permitted time frame for completion of a business combination where no business combination is completed within such time period.
(k) An issuer must establish a percentage limit of not more than 50% as to the maximum dilution to the issuer’s post-invitation issued share capital with respect to the conversion of any warrants or other convertible securities issued by the issuer in connection with the IPO.
Additional Continuing Listing Requirements Prior to Completion of a Business Combination
(l)
(i) Prior to the completion of a business combination, the Exchange may permit the issuer to raise additional funds through the issue of equity securities where (A) the issuance is made on a pro rata basis and in accordance with the requirements in Chapter 8; (B) at least 90% of the gross proceeds raised are placed in escrow in accordance with Rule 210(11)(i)(i); and (C) the proceeds raised are for the purpose of financing the business combination and/or related administrative expenses. For avoidance of doubt, contemporaneous with completion of the business combination, the issuer may raise additional funds (including by way of a placement or subscription for the issuer’s equity securities by institutional and/or accredited investors) in accordance with Chapter 8.
(ii) The issuer shall not be permitted to obtain any form of debt financing (excluding short term trade or accounts payables in the ordinary course of business) other than contemporaneous with completion of its business combination provided that the (A) funds in the escrow account must not be used as collateral or subject to encumbrance for the debt financing; and (B) funds drawn down from the debt financing must be applied towards the financing of the business combination and/or related administrative expenses. A credit facility may be entered into prior to completion of a business combination, but should be drawn down contemporaneous with, or after completion of a business combination.
(iii) The issuer must not provide any financial assistance to any person or entity until it has fully financed or satisfied the consideration of the business combination and the ownership of the business(es) or asset(s) acquired under the business combination is beneficially and legally vested with the resulting issuer.
(iv) The issuer will not be permitted to adopt any security-based compensation arrangement prior to the completion of a business combination.
Business Combination
(m)
(i) The issuer must complete a business combination within 24 months from the date of listing. Where the issuer has entered into a legally binding agreement for a business combination before the end of the 24-months period, the issuer shall have up to not more than 12 months from the relevant deadline to complete the business combination, subject to an overall maximum time frame of 36 months from the date of listing, and 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 in a timely manner;
(C) the extension is announced via SGXNET by the issuer in a timely manner; and
(D) in the announcement referred to in paragraph (C), the issuer must confirm that:
(1) there is no material adverse change to the financial position of the issuer since the date of prospectus issued in connection with its listing on the Exchange;
(2) the extension is permitted by and in accordance with all relevant laws and regulations governing the issuer in its place of constitution; and
(3) the issuer will provide quarterly updates to investors on its progress in meeting key milestones in completing the business combination via SGXNET.
(ii) Other than the extension circumstance specified in Rule 210(11)(m)(i), the issuer must (A) apply to the Exchange for an extension of time to complete the business combination; and (B) specifically obtain the approval of a majority of at least 75% of the votes cast by shareholders at a general meeting to be convened. The issuer must justify a compelling reason for the extension of time and any application for extension of time must be submitted to the Exchange at least 2 months before expiry of the permitted time frame.

For the purpose of voting on the extension of time, the founding shareholders, the management team, and their associates, are not permitted to vote with shares acquired at nominal or no consideration prior to or at the IPO of the issuer. The Exchange retains the discretion to reject an application for extension of time if the Exchange is of the opinion that there is no compelling justification for the time extension and/or it is in the interests of the public to do so.
(iii) The initial business or asset acquired pursuant to the business combination must have a fair market value of at least 80% of the amount in the escrow account at the time of entry into the binding agreement for the business combination transaction, excluding any amount held in the escrow account representing deferred underwriting fees and any taxes payable on the income earned on the escrowed funds.

Where the SPAC consummates multiple concurrent acquisitions or mergers as part of the business combination, there must be at least one initial acquisition which satisfies the requirement of having a fair market value constituting at least 80% of the amount in the escrow account at the time of entry into the binding agreements for the business combination transactions. Such concurrent transactions must be in separate resolutions and conditional upon the initial acquisition, and completed simultaneously on or around the same day within the permitted time frame.
(iv) The business combination must result in the resulting issuer having an identifiable core business of which it has a majority ownership and/or management control. The Exchange may consider a business combination involving an acquisition of a minority stake in a business(es) or asset(s), where the resulting issuer can demonstrate that it has management control of such business(es) or asset(s).
(v) The issuer must appoint a financial adviser, who is an issue manager, to advise on the business combination. The financial adviser is expected to have regard to the due diligence guidelines issued by The Association of Banks in Singapore when conducting due diligence on the business combination.
(vi) The issuer must appoint a competent and independent valuer to value the business(es) or asset(s) to be acquired under the business combination where (A) a placement or subscription for the issuer’s equity securities by institutional and/or accredited investors, is not conducted in contemporaneous with the business combination; or (B) the business(es) or asset(s) to be acquired under the business combination involves a mineral, oil and gas company, or property investment/development company. A summary valuation report must be included in the shareholders’ circular in relation to the business combination.

The Exchange retains the discretion to require the issuer to appoint a competent and independent valuer to value the business(es) or asset(s) to be acquired under the business combination.
(vii) The resulting issuer pursuant to the completion of the business combination must satisfy, where applicable, Rules 210(1) to 210(10), and 222.
(viii) The business combination must be respectively approved by a simple majority of independent directors, and an ordinary resolution passed by shareholders at a general meeting to be convened.

For the purpose of voting on the business combination, the founding shareholders, the management team, and their associates, are not permitted to vote with shares acquired at nominal or no consideration prior to or at the IPO of the issuer.
(ix) Chapter 9 applies where the business combination is (A) an interested person transaction; or (B) entered into with the founding shareholders, members of the management team, and/or their respective associates. The shareholders’ circular in relation to the business combination to which Chapter 9 applies, must contain an opinion from an independent financial adviser and the issuer’s audit committee stating that the terms of the transaction are on normal commercial terms and are not prejudicial to the interest of the issuer and its minority shareholders.
(x) Each independent shareholder (other than the founding shareholders, the management team, and their respective associates) shall be entitled to redeem his ordinary shares for a pro rata portion of the amount in the escrow account at the time of the business combination vote, provided that the business combination is approved and completed within the permitted time frame. Such amounts must be paid to the electing independent shareholder as soon as practicable upon completion of the business combination, and ordinary shares tendered in exchange for cash must be cancelled.

An issuer may establish a limit as to the maximum number of shares with respect to which an independent shareholder, together with any associates or persons acting jointly or in concert, may exercise a redemption right, provided that such limit (A) may not be set at lower than 10% of the shares issued at IPO; and (B) is disclosed in the IPO prospectus and shareholders’ circular in relation to the business combination. Any redemption limit established by the issuer must apply equally to all independent shareholders entitled to a redemption right.
(xi) All notices convening general meetings in relation to the business combination must be sent to shareholders at least 21 calendar days before the meeting (excluding the date of notice and date of the meeting).
Liquidation
(n)
(i) Prior to completion of the business combination, in the event a material change occurs in relation to the profile of the founding shareholders and/or the management team which may be critical to the successful founding of the issuer and/or successful completion of the business combination, the issuer shall seek approval of a majority of at least 75% of the votes cast by independent shareholders at a general meeting to be convened for the continued listing of the issuer on the Exchange. For the purpose of voting on the continued listing of the issuer, the founding shareholders, the management team, and their associates, are not considered as independent.

The Exchange retains discretion to determine a circumstance an event of material change under this rule.
(ii) Where the issuer (A) fails to complete a business combination within the permitted time frame in accordance with Rule 210(11)(m)(i); (B) fails to obtain specific shareholders’ approval in accordance with Rule 210(11)(m)(ii); or (C) is directed to delist by the Exchange before the completion of a business combination in accordance with Rule 210(11)(p), the issuer shall be liquidated. The amount held in the escrow account at the time of the liquidation distribution (and such other accounts held by the issuer), net of taxes payable and direct expenses related to the liquidation distribution, shall be distributed to shareholders on a pro rata basis as soon as practicable, as permissible by the relevant laws and regulations. Any interest, income derived and deferred underwriting commissions accrued in the escrow account will form part of the liquidation distribution.
(iii) The founding shareholders, the management team, and their associates must waive their right to participate in the liquidation distribution in respect of all equity securities owned or acquired by them prior to or pursuant to the IPO.
(iv) The underwriters of the IPO must waive their rights to any deferred underwriting commissions deposited in the escrow account in the event the issuer liquidates prior to completion of a business combination.
Delisting
(o) If the issuer fails to (i) complete a business combination within the permitted time frame in accordance with Rule 210(11)(m)(i); or (ii) obtain specific shareholders’ approval in accordance with Rule 210(11)(m)(ii), the Exchange will delist the issuer’s securities on or about the date on which the liquidation distribution is completed.
(p) The Exchange will consider whether the continued listing of the resulting issuer after completion of the business combination will be in the best interests of the Exchange and the public, and will have the discretion to suspend, direct the commencement of the liquidation distribution in accordance with Rules 210(11)(n)(ii) to (iv) and delist the issuer’s securities prior to completion of the business combination.
For the avoidance of doubt, a SPAC seeking listing of its equity securities on the SGX Mainboard must satisfy Rules 210(5), 210(7), 211A, 215, 216, 218, 219, 221, 223 to 224, 230 to 234, 239 to 240 and 242 to 250.

Amended on 29 September 201129 September 2011, 10 August 201210 August 2012, 27 September 201327 September 2013, 19 January 201519 January 2015, 26 June 201826 June 2018, 23 August 201823 August 2018, 1 January 20191 January 2019, 7 February 20207 February 2020 and 3 September 2021.