210

Past version: Effective up to 28 Sep 2011

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) Existing public shareholders may be included in the minimum percentage of shares to be held in public hands. They must not account for more than 5% of the issuer's post-invitation issued share capital. 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.
(b) 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.
(2)Quantitative Criteria

An issuer must also satisfy one of the following requirements:—
(a) Cumulative consolidated pre-tax profit of at least $7.5 million for the last three years, and a minimum pre-tax profit of $1 million for each of those three years
(b) Cumulative consolidated pre-tax profit of at least $10 million for the last one or two years.
(c) Market capitalisation of at least $80 million calculated based on the issue price and post-invitation issued share capital.
(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 relevant profit test 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)(a), 2(b), (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 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 12 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).