A listing applicant seeking admission to Catalist need not meet any minimum operating track record, profit or share capital requirement but is expected to meet the following conditions:
(1) Shareholding Spread And Distribution
(a) The proportion of post invitation share capital in public hands must be at least 15% at the time of listing. 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.
(b) 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.
(c) The number of public shareholders of the securities must be at least 200.
(d) The overall distribution of shareholdings should be expected to provide an orderly secondary market in the securities when trading commences, and be unlikely to lead to a corner situation in the securities.
(e) The subscription and allocation value of the shares at IPO for each investor must be at least S$200 and must be based on an integral multiple of a board lot.
(2) Quantitative Criteria
(a) A listing applicant seeking admission to Catalist need not meet any market capitalisation requirements.
(b) The Exchange may publish specific additional or other criteria for different types of listing applicants.
(3) 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, a listing applicant must release a statement (via SGXNET or in the offer 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 listing applicant must confirm that the person has undertaken training as prescribed by the Exchange.
(b) The character and integrity of the directors, management and controlling shareholders of the listing applicant 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 sponsor must take into account the disclosures made in the 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 submitted to the sponsor.
(c) The listing applicant's board must have at least two non-executive directors who are independent and free of any material business or financial connection with the listing applicant. Independent directors must comprise at least one-third of the listing applicant's board. If the listing applicant is a foreign listing applicant, at least one of these directors must be resident in Singapore. In the event of any retirement or resignation which renders the listing applicant unable to meet any of the foregoing requirements, the listing applicant should endeavour to fill the vacancy within two months, but in any case not later than three months.
(d) A director will not be independent under any of the following circumstances:
(i) if he is employed by the listing applicant or any of its related corporations for 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 listing applicant or any of its related corporations for the past three financial years, and whose remuneration is determined by the remuneration committee of the listing applicant; or
(iii) if he has been a director for an aggregate period of more than 9 years (whether before or after listing) and his continued appointment as an independent director has not been sought and approved in separate resolutions by (A) all shareholders; and (B) shareholders, excluding the directors and the chief executive officer of the listing applicant, and associates of such directors and chief executive officer. For the purpose of the resolution referred to in (B), the directors and the chief executive officer of the listing applicant, and their respective associates, must not accept appointment as proxies unless specific instructions as to voting are given. Such resolutions may remain in force until the earlier of the following:- (X) the retirement or resignation of the director; or (Y) the conclusion of the third annual general meeting of the listing applicant following the passing of the resolutions.
(e) The listing applicant 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.
(5) Restriction on Promoters' Sale of Shares
At the time of initial public offering there must be no sale of shares by a promoter if either of the following applies:
(a) all promoters in aggregate hold less than 50% of the issuer's post-invitation share capital; or
(b) all promoters in aggregate would, after selling any shares, hold less than 50% of the issuer's post-invitation share capital.
(6) Financial Position And Liquidity
(a) 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 (a), 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 subsidiaries and associated companies of the issuer to the group.
(b) While the surplus arising from revaluation of plant and equipment can be shown in the books of the listing applicant, such surplus should not be capitalised or used for calculating its net tangible assets per share.
(7) Chain Listing
A subsidiary or parent company of an existing listed issuer will not normally be suitable for listing if the assets and operations of the listing applicant are substantially the same as those of the existing issuer. The sponsor must consider the listing applicant's business or commercial reasons for listing.
(8) Articles of Association
A listing applicant's Articles of Association or constituent documents must meet the requirements in Appendix 4C.Refer to Appendix 4C — Articles of Association.
A listing applicant's accounts must not be qualified in a material way.
(10) Lodgement and Registration of Offer Document
A listing applicant must lodge an offer document under section 240(1)(a)(ii) of the SFA with the Exchange acting as an agent of the Authority. The offer document must be registered under section 240(1)(a)(iii) of the SFA by the Exchange acting as an agent of the Authority.Refer to Practice Note 4B — General Requirements for Lodgement or Submission of Documents.
(11) Undertaking Not to Make Exempt Offer
The listing applicant's undertaking not to make an exempt offer, made under Regulation 10 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005, must be submitted by the sponsor to the Exchange acting as an agent of the Authority.Refer to Practice Note 4B — General Requirements for Lodgement or Submission of Documents.
Amended on 31 January 200831 January 2008, 29 September 201129 September 2011, 29 September 201129 September 2011, 19 January 201519 January 2015, 1 January 20191 January 2019 and 1 January 20221 January 2022.