Catalist Rules
Appendix 2A Catalist Sponsor Application Form
Cross-referenced from Rule 220(1)
| How to complete this application form • Before applying, you should fully understand the eligibility criteria and the obligations of sponsors in the Rules. • Where any of the items below are not applicable to you, please state so explicitly on your application form. • Submit this application form together with all supporting information and documents and the required fee(s). To avoid any delay in processing your application, all information and documents should be provided at the same time as the application. • Return your completed application form in 4 copies to Equity Capital Markets, 2 Shenton Way #02-02, SGX Centre 1, Singapore 068804. |
Part I Application
We, _______________________ (sponsor) apply to be authorised as a sponsor by Singapore Exchange Securities Trading Limited (the Exchange).
We intend to undertake the following activities (tick one or more as appropriate):
Introducing
Continuing
Part II Details of Application
1. Corporate Details
(a) Registered office and operating office in Singapore
(b) Date of registration / incorporation
(c) Registration / incorporation number
(d) Issued capital
(e) Shareholders' funds and financial position
(f) Name and address of principal bankers and auditors
(g) Financial year-end
(h) Current corporate information from the Accounting and Corporate Regulatory Authority (ACRA) (or overseas equivalent)
(i) Contact details of two senior representatives who will act as the liaison officers with the Exchange (name, office DID, home telephone, mobile, facsimile and email)
(j) Corporate structure, including holding company, subsidiaries, associated and related companies. Provide a description of the main lines of business and country of incorporation for each.
2. Corporate Documents
Please attach the following documents:
(a) Directors' resolution approving this application (original)
(b) Certificate of incorporation
(c) Memorandum and Articles of Association
(d) Proof of applicant's current licensing (including Capital Markets Services licence), registration or exempt status where applicable. If not yet issued, provide proof of approval.
(e) Internal manuals covering activities to be undertaken (e.g. corporate finance compliance manual)
(f) Management letter or report on internal controls/ conflicts management issued by internal and external auditors
(g) Audited financial statements for the last 3 years, where applicable
3. Qualifications and Experience
(a) Proof of experience. An applicant must provide a list of relevant transactions in the last 2 years in which it provided corporate finance advisory services (including initial public offerings and post-listing transactions).
(b) Proof of employment of registered professionals
(c) Details of current and former authorities and organisations regulating the applicant (in Singapore and elsewhere). Please include contact details as the Exchange may contact them.
(d) Details of memberships of professional bodies (in Singapore and elsewhere). Please include contact details as the Exchange may contact them.
(e) In respect of each registered professional employed or proposed to be employed, the following details, including completed Catalist Registered Professional Application Forms where relevant:
• Full name
• Passport/ Identity card number
• Residential address in Singapore
• Date of birth
• Nationality
• Qualifications (including degree, CMFAS certificate etc)
• Employment history (including date, organisation, position held, responsibilities etc)
• Description of experience in corporate finance, compliance or any other duties relating to sponsor activities (including date, name of client, extent of involvement etc)
(f) Details of any adverse records of all persons employed or proposed to be employed to carry out the introducing activities or continuing activities.
4. Reputation and Track Record
(a) Details of any initial public offerings or reverse takeovers rejected by any regulatory authority or exchange (in Singapore or elsewhere) in the last 5 years, including the reasons.
(b) Details of any regulatory action taken against the applicant or any member of the Group* or any substantial shareholder, director or key officer of the applicant in the last 5 years (in Singapore or elsewhere).
* Group means the applicant's parent entity, subsidiaries, and related entities.
* Group means the applicant's parent entity, subsidiaries, and related entities.
(c) If there is a potential conflict of interest between the applicant being a sponsor in Catalist and any membership or licence held elsewhere, details of how it will address the conflict.
(d) Details of whether the applicant, any director or key officer of the applicant, or any member of the Group has ever been denied membership/licence or had its membership/licence suspended or revoked by any authority, exchange, market, clearing house or professional body (in Singapore or elsewhere).
(e) Details of whether the applicant, any substantial shareholder, director or key officer of the applicant, or any member of the Group is under investigation (in Singapore or elsewhere).
(f) Details of any censure or disciplinary action taken by any regulatory authority, exchange, market or clearing house over the last 5 years (in Singapore or elsewhere) against the applicant, any director or key officer of the applicant, or any member of the Group.
(g) A statement whether there is or is not any adverse, or potentially adverse, matter involving the applicant, any director or key officer of the applicant, which has been brought to the attention of any relevant regulatory body over the last 5 years (in Singapore or elsewhere).
(h) Whether the applicant, its substantial shareholders, or parent company is the subject of a winding up order made or threatened in any court whether in or out of Singapore, or is in the course of being wound up, and whether there is any resolution passed or proposed by shareholders to that effect.
(i) Whether the applicant, its substantial shareholders, or parent company has an execution or a judgment debt returned unsatisfied in whole or in part, whether in or out of Singapore.
(j) Whether the applicant, its substantial shareholders, or parent company has a receiver, receiver and manager, judicial manager, or person having similar powers and duties appointed in relation to any property, whether in or out of Singapore.
5. Corporate Ownership
(a) List of shareholders and their shareholdings. To provide explanation and diagram to outline the company's ownership structure.
(b) List of other interests of shareholders, including present or past interests in firms providing corporate finance advice.
(c) Relationships between shareholders^
^ For an individual, this could be a spouse, father, mother, son or daughter. For a corporation, this could be the applicant's parent entity, subsidiaries, and related entities.
^ For an individual, this could be a spouse, father, mother, son or daughter. For a corporation, this could be the applicant's parent entity, subsidiaries, and related entities.
(d) Name(s) of person(s) who have ultimate controlling interest in the applicant. State their address, nationality, identification number, occupation and directorships in other companies.
(e) Particulars of substantial shareholders. If a substantial shareholder is an individual, provide the nationality, identification/passport number, occupation, address, record of offences and directorships in other companies. If a substantial shareholder is a corporation, provide place of incorporation, company registration number, address and record of offences.
6. Business Operations
(a) Brief history of the applicant, main lines of business and business volume in the last 3 years.
(b) Brief history and main lines of business of the parent company.
(c) Names of any other exchanges, markets or clearing houses where the applicant holds membership or is licenced. Include ranking and business volume.
(d) A business plan or proposed business model for Singapore, including main business activities, products and services to be provided and expected client base.
(e) State whether the applicant, its parent, or related companies have established any other operations in Singapore or have any equity interest of 5% or more in any Singapore company. If so, provide details.
(f) State whether the applicant has a business function or proposes to set up a business function which may create a conflict of interest with the proposed sponsor activities (e.g. research, broking and market-making). Information should be provided regarding such functions and the procedures which will be put in place to avoid any conflict of interest with sponsor activities.
7. Corporate Governance
(a) Particulars of directors and key officers, including name, nationality, identification/passport number, occupation, address, record of offences, shareholdings in the applicant and interests of 5% or more in other companies and other directorships.
(b) Whether any substantial shareholder, present director or key officer has ever been convicted of an offence, or disciplined for breaching any criminal law, or been found to have contravened any rules or regulations of any government, regulatory or exchange authority.
(c) Organisation chart showing names, qualifications and experience of relevant employees. If the applicant is yet to be incorporated, a proposed organisation chart should be given together with the name, qualification and experience of the person who will be in charge of the proposed operations.
Part III Terms of Application
8. Agreement
By applying for authorisation we agree:
(a) That our authorisation (or refusal of it) is in the Exchange's absolute discretion. The Exchange may authorise us on any condition or restriction it decides. The Exchange is not obliged to give reasons.
(b) That the Exchange may contact the advisory panel or any organisation (regulatory or professional) about our application and may give them and receive from them any information or documents considered by the Exchange, the advisory panel or that organisation to be relevant.
(c) That the Exchange may take any action, disciplinary or otherwise, against us under the Rules.
(d) That the Exchange may make public any action taken against us and the reasons as set out in the Rules.
(e) To pay all fees, charges, costs and fines under the Rules.
(f) To submit to the non-exclusive jurisdiction of the courts of Singapore.
(g) That the proper law of this agreement is Singapore law.
9. Undertaking
If the Exchange approves our application, we undertake to:
(a) Comply with the Rules (as amended from time to time), and all conditions and restrictions imposed by the Exchange.
(b) Discharge our responsibilities as a sponsor fairly and honestly.
(c) Notify the Exchange as soon as practicable if:
(i) We become subject to any investigation by a regulatory authority or law enforcement agency;
(ii) We become subject to any disciplinary action by a regulatory authority or law enforcement agency;
(d) Our capital position falls below the minimum required; or
(e) An unavoidable conflict arises (and in this event we will take directions as to the conduct of the matter from the Exchange).
(f) Cooperate fully (by providing information, documents, witnesses, answers to queries, and access to premises) in any review, audit or investigation conducted by the Exchange under the Rules.
(g) Accept as final, binding and conclusive any decision made by the Exchange, the Disciplinary Committee or Appeals Committee.
10. Warranty
We warrant to the Exchange that:
(a) All matters and information relevant to the application have been submitted to the Exchange.
(b) The information and documents provided with our application are complete and accurate. If any information or document is not available now, we will provide it to the Exchange before our application is approved.
(c) All additional information provided, whether at the request of the Exchange or pursuant to paragraph 10(b), will also be complete and accurate.
11. Indemnity
We indemnify the Exchange and its staff, agents and delegates (including members of the Disciplinary Committee, Appeals Committee and admission advisory panel) to the fullest extent permitted by law in respect of any claim, action, other civil liability, or expense arising from or connected with:
(a) Anything done or omitted to be done with reasonable care and in good faith in the course of, or in connection with, the discharge or purported discharge of their obligations under the law or the Rules.
(b) Any breach of the above agreement, undertakings and warranties.
| Dated: _________________ | |
| Signed on behalf of sponsor: | ____________________________ |
| (Name and designation of person signing) | |
| Dated: _________________ | |
| Signed on behalf of sponsor: | ____________________________ |
| (Name and designation of person signing) |
Note: proper execution required — e.g. if the entity has a seal, execution must be under seal.
Amended on 1 February 20161 February 2016 and 7 February 20207 February 2020.
Appendix 2B Catalist Registered Professional Registration Form
Cross-referenced from Rule 220(1)
| How to complete this application form • Before applying, you should fully understand the eligibility criteria and the obligations of registered professionals in the Rules. • Where any of the items below are not applicable to you, please state so explicitly on your registration form. • Submit this registration form together with all supporting information and documents and the required fee(s). To avoid any delay in processing your registration, all information and documents should be provided at the same time as the registration. • Return your completed registration form in 4 copies to Equity Capital Markets, 2 Shenton Way #02-02, SGX Centre 1, Singapore 068804. |
Part I Application
I, _______________________ (registered professional) apply to be registered by Singapore Exchange Securities Trading Limited (the Exchange) as a registered professional.
I intend to undertake the following activities with my sponsor (tick one or more as appropriate):
Introducing
Continuing
My sponsor *is / will be _______________________________ .
Part II Details of Application
NOTE: If the registered professional is seeking re-registration, he/she need only update the information last given to the Exchange.
1. Personal Details
(a) Full name
(b) Passport/ identity card number
(c) Residential address in Singapore
(d) Date of birth
(e) Nationality
(f) Qualifications (including degreesand certificates of regulatory examinations)
(g) A copy of the applicant's CV detailing employment history (including dates, organisations, positions held, and responsibilities)
(h) Description of experience in corporate finance, compliance or any other duties relating to sponsor activities (including date, name of client, extent of involvement etc)
(i) Contact details (office DID, home telephone, mobile, facsimile and email)
2. Qualifications and Experience
(a) Proof of applicant's current licenses (including Capital Markets Services representative's licence), registration or exempt status where applicable. If not yet issued, provide proof of approval.
(b) Proof of experience in relevant activities (as applicable — corporate finance advisory, related advisory, accounting, auditing or finance work) as required in Rule 204(7) and Rule 205(7).
(c) Details of current and former authorities and organisations regulating the applicant (in Singapore and elsewhere). Please include contact details as the Exchange may contact them.
(d) Details of memberships of professional bodies (in Singapore and elsewhere). Please include contact details as the Exchange may contact them.
3. Reputation and Track Record
(a) Details of any initial public offerings or reverse takeovers rejected by any regulatory authority or exchange (in Singapore or elsewhere) in the last 5 years, including reasons.
(b) Details of any offence, breach of contract, investigation or disciplinary action by a regulator, law enforcement agency, exchange or professional body over the last 10 years (in Singapore or elsewhere).
(c) Details of whether the applicant is under investigation (in Singapore or elsewhere).
(d) A statement whether there is or is not any adverse, or potentially adverse, matter which has been brought to the attention of any relevant regulatory body over the last 10 years (in Singapore or elsewhere).
(e) Details of whether the applicant has ever been denied a licence or had a membership or licence revoked by any authority, exchange, market, clearing house or professional body (in Singapore or elsewhere).
Part III Contractual
4. Agreement
By applying for registration I agree:
(a) That my registration (or refusal of it) is in the Exchange's absolute discretion. The Exchange may register me on any condition or restriction it decides. The Exchange is not obliged to give reasons.
(b) That the Exchange may contact the advisory panel or any organisation (regulatory or professional) about my application and may give them and receive from them any information or documents considered by the Exchange, the advisory panel or that organisation to be relevant.
(c) That the Exchange may enforce any action, disciplinary or otherwise, under the Rules.
(d) That the Exchange may make public any action taken and the reasons as set out in the Rules.
(e) To pay all fees, charges and costs under the Rules.
(f) To submit to the non-exclusive jurisdiction of the courts of Singapore.
(g) That the proper law of this agreement is Singapore law.
5. Undertaking
If the Exchange approves my application, I undertake to:
(a) Comply with the Rules (as amended from time to time), and all conditions and restrictions imposed by the Exchange.
(b) Discharge my responsibilities as a registered professional fairly and honestly.
(c) Notify the Exchange as soon as practicable if:
(i) I become subject to any investigation by a regulatory authority or law enforcement agency;
(ii) I become subject to any disciplinary action by a regulatory authority or law enforcement agency (other than the Exchange);
(iii) I am disqualified by a court form acting as a director of any company or from acting in the management or conduct of a company's affairs; or
(iv) I am no longer engaged in a proper capacity (e.g., full time) by my sponsor.
(d) Cooperate fully (by providing information, documents, and answers to queries) in any review or investigation conducted by the Exchange.
(e) Accept as final, binding and conclusive any decision made by the Exchange, or the Disciplinary Committee or Appeals Committee.
6. Warranty
I warrant to the Exchange that:
(a) All matters and information relevant to the application have been submitted to the Exchange.
(b) The information and documents provided with my application are complete and accurate. If any information or document is not available now, I will provide it to the Exchange before my application is approved.
(c) All additional information provided, whether at the request of the Exchange or pursuant to paragraph 6(b), will also be complete and accurate.
*Delete where not applicable.
| Dated:_____________________________ | |
| Signed by registered professional applicant: | _____________________________ |
| (Name of person signing) |
Part IV Declaration by Sponsor or Sponsor Applicant
7. Declaration
We declare to the Exchange that:
(a) We support this application.
(b) The above registered professional applicant is *employed full time by us / will be employed full time by us in the event this application is approved.
* Delete where not applicable.
| Dated: _________________ | |
| Signed on behalf of sponsor: | _____________________________ |
| (Name and designation of person signing) |
Amended on 1 February 20161 February 2016 and 7 February 20207 February 2020.
Appendix 2C Change of Sponsor Confirmation
Cross-referenced from Rule 224(2)(b)
We __________________________ (name of sponsor), notify the Exchange that with effect from _________________ , we will act as sponsor for ___________________ (name of issuer).
1. We confirm:
(a) We are independent from the issuer and are able to demonstrate it to the Exchange, if required.
(b) We hold a full mandate to undertake the relevant sponsorship activities for the issuer.
2. In relation to paragraph 1(a) of the above declaration, we disclose the following.
(a) *We, our partners, directors, employees and associates of such partners, directors and employees, either individually or collectively, *have/do not have any interest# in any class of securities of the sponsored issuer above 5% of the total issued securities. Details of such interest (if any) are as follows:_____________.
(b) Our *partners, directors, employees and associates of such partners, directors and employees involved in providing advice to the sponsored issuer *have/do not have a directorship in the sponsored issuer. Details of such directorship (if any) are as follows:_______________.
*Delete where not applicable.
# Reference to an 'interest in securities' shall include rights, options and warrants (or similar financial products, where applicable) as if they have been exercised.
| Dated: ________________ | |
| Signed on behalf of sponsor: | ________________________________ |
| (Name and designation of person signing) |
Amended on 7 February 20207 February 2020.
Appendix 2D Sponsor Independence
Cross-referenced from Rules 204(8), 205(8), 224(3)(g) and 224(4)(d)
Part I Introduction
1. This Appendix sets out the minimum requirements with regards to a sponsor's obligations under Rules 204(8), 205(8), 224(3)(g) and 224(4)(d) in which the sponsor must be independent of and have no conflicts of interest with the issuers it sponsors.
2. A sponsor, its partners, directors, officers, registered professionals and employees must be able to demonstrate independence from the issuer at all times. The proof of independence, or absence of conflict, rests with the sponsor.
Part II Independence Requirements
3. The sponsor should have adequate procedures to avoid any conflict of interest that may arise from sponsor activities and other business activities (if undertaken by the sponsor or its parent, related or associated entity). At least the following is required:
(a) Separation between the functions undertaking sponsor activities and other relevant business activities.
(b) Separate reporting lines for the functions undertaking sponsor activities and other relevant business activities.
(c) Restriction of communication and information flow between sponsor activities and other activities to avoid leakage of sensitive information, including procedures to ensure that its officers, registered professionals and employees do not divulge any confidential information to any person who is not entitled to receive the information, and to ensure that they exercise due care to prevent any leakage of confidential information.
(d) Restriction of access into the function(s) undertaking sponsor activities to authorised officers, registered professionals and employees.
(e) Satisfy the Exchange that proper safeguards are in place if a sponsor wishes to act as both the sponsor and reporting auditor and/or ongoing auditor of an issuer.
(f) Where the sponsor is not a trading member of SGX-ST, notify the Exchange in writing at least 14 days before it establishes a business function which may create a conflict of interest with sponsor activities, including research, broking and market-making. The sponsor must supply the Exchange with information regarding the proposed function and the procedures in place to avoid any conflict of interest with sponsor activities.
4. The sponsor must adhere to the following practices within the function undertaking sponsor activities:
(a) An employee within the function undertaking sponsor activities may, either directly or indirectly, have an interest* of 5% or more in the securities of the sponsored issuer, provided adequate safeguards are in place to prevent any conflict of interest.
* Reference to an 'interest in securities' in this Appendix shall include rights, options and warrants (or similar financial products, where applicable) as if they have been exercised.
* Reference to an 'interest in securities' in this Appendix shall include rights, options and warrants (or similar financial products, where applicable) as if they have been exercised.
(b) An employee within the function undertaking sponsor activities may not, either directly or indirectly, have an interest of more than 10% in the securities of a sponsored issuer. If the limit is breached, the sponsor must immediately inform the Exchange and use its best endeavours to sell down to within the guidelines as soon as practicable.
(c) A sponsor should not advise other parties in a transaction, including any acquisition or takeover, involving its sponsored issuers, other than the issuer itself.
(d) A sponsor must take care to avoid the appearance of a conflict between interests of its sponsored issuers and those of any other party.
5. A sponsor should have controls over trading in restricted securities:
(a) A sponsor, or a partner or director of a sponsor, or associate of any such partner or director, may individually or collectively, have an interest either directly or indirectly of 5% or more in the securities of a sponsored issuer, provided that adequate safeguards are in place to prevent any conflict of interest. With proper safeguards, an asset management business operated by the sponsor is not subject to this limit.
(b) A sponsor, or a partner or director of a sponsor, or associate of any such partner or director, may not either individually or collectively, have an interest either directly or indirectly of more than 10% in the securities of a sponsored issuer. If the limit is breached, the sponsor must immediately inform the Exchange and use its best endeavours to sell down to within the guidelines as soon as practicable. With proper safeguards, an asset management business operated by the sponsor is not subject to this limit.
(c) No partner, director or employee of a sponsor, or associate of any such partner, director or employee, may deal in the securities or any related financial product of a sponsored issuer during any closed period of that issuer.
(d) No partner, director or employee of a sponsor, or associate of any such partner, director or employee, may deal in the securities or any related financial product of a sponsored issuer during any open period of that issuer without the prior written approval of a senior management staff. If the sponsor also has a dealing function, the person intending to deal in the securities must be independent of sales or dealing. Each trade must be separately approved.
(e) Policies, procedures and controls must ensure that any partner, director, or employee of a sponsor who is privy to confidential information regarding a sponsored issuer or any other issuer does not use such information to trade for their own benefit or for an associate of any such partner, director or employee. For this purpose, a sponsor should maintain a list of restricted securities which should be circulated only to the relevant personnel.
(f) Policies, procedures and controls must be implemented to monitor the trading activities of all partners, directors, employees of a sponsor and associates of any such partner, director or employee in sponsored issuers. The frequency of reviews should be at a level where the sponsor is confident that its policies, procedures and controls are being complied with.
6. No partner, director, employee of a sponsor or associate of any such partner, director or employee may hold the position of a director of a sponsored issuer.
Appendix 2E Sponsor's Annual Return
Cross-referenced from Rule 233
Part I Sponsor's Details
A sponsor must lodge an annual return no later than 90 calendar days after its financial year end.
1. The return must attach the following documents:
(a) Latest audited accounts
(b) Details of any material adverse change in financial position
(c) Details of registered professionals as below
(d) Details of changes in the sponsor's substantial shareholders, directors or key officers
(e) Details of censures, disciplinary actions or investigations or other relevant matters involving the sponsor or any member of the Group^, or its substantial shareholders, directors, officers, registered professionals and employees
^ Group means the applicant's parent entity, subsidiaries, and related entities.
^ Group means the applicant's parent entity, subsidiaries, and related entities.
(f) Details of issuers for whom the sponsor acts
(g) Details of fees earned from each issuer for non-sponsor work (including the type of work performed), where such fees are in excess of 100% of the fees earned from sponsor work
(h) Details of any material changes to the information previously supplied in the sponsor application form
2. The return must also include a confirmation that:
(a) The documents and information supplied in this return are accurate, complete and not misleading.
(b) The sponsor continues to meet the eligibility requirements in the Rules, and the conditions and restrictions imposed by the Exchange.
(c) The sponsor continues to have a sufficient number of registered professionals.
(d) There are no changes to the information previously supplied to the Exchange except as identified in the return.
(e) The following issuers are sponsored:
| Name of issuer | Sponsor activities undertaken | Name of registered professionals involved | Date when contract entered | Date when contract expires |
(f) The following listing applicants were rejected by the sponsors (to provide names of the listing applicants and reasons for the rejection).
Part II Registered Professionals' Details
3. This return must attach the following documents:
(a) Names of all registered professionals
(b) Details of any additional qualifications obtained for any of its registered professionals
4. This return must also include confirmation that:
(a) There has been no material change to any of its registered professionals' declarations in the registration forms submitted to the Exchange, except as identified in this return.
(b) The following registered professionals are/ were involved in the following transactions :
| Transaction | Details | Name of registered professionals involved |
(c) No disciplinary actions are being conducted, or threatened, against any registered professional except __________________________ (if none, write nil).
Appendix 4A Pre-Admission Notification
Cross-referenced from Appendix 4F
Part I Initial Public Offering
1. A sponsor must submit to the Exchange a pre-admission notification for an initial public offering that includes the following information:
(a) Summary information on the listing applicant, including:
(i) Name and registration number
(ii) Address
(iii) Country of incorporation
(iv) Principal place of business
(v) Description of its business
(vi) Number and type of securities to be quoted
(vii) Description of the terms of the securities
(viii) Expected date of admission
(ix) Sponsorship details
(x) Reporting auditor and ongoing auditor.
2.
(a) Declaration by each of the listing applicant's director, executive officer, controlling shareholder, and officer occupying a managerial position and above who is a relative of such director or controlling shareholder, in the form set out in paragraph 8, Part 7 of the Fifth Schedule, Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018, as amended from time to time.
(b) Resumes and particulars of each of the listing applicant's director, executive officer and controlling shareholder, and if the controlling shareholder is a company or partnership, resumes and particulars of each of its director, executive officer, controlling shareholder and partner. In the case where such entity is listed on a stock exchange and the relevant information relating to each relevant person is publicly available, this requirement is not applicable, but the sponsor must inform the Exchange of any material changes.
3. Details of any other listing application made by the listing applicant to any exchange or market in the last 5 years, and to any exchange or market on which the listing applicant is currently listed.
4. Whether the listing applicant has approached or engaged a sponsor or issue manager to sponsor a listing application in the last 5 years.
5. Details of any conditions that the sponsor intends to require the listing applicant to fulfil after admission.
6. Confirmation that the sponsor holds a proper mandate for introducing and continuing activities on behalf of the listing applicant.
7. Confirmation by the Board of Directors and the sponsor pursuant to Rule 225(1)(f) that, in relation to the appointment of auditors, the listing applicant is in compliance with Rule 712 and Rule 715 or 716.
Part II Very Substantial Acquisition / Reverse Takeover
1. A sponsor must submit to the Exchange a pre-admission notification for very substantial acquisitions or reverse takeovers that includes the following information, where applicable:
2. Summary information on the enlarged group, including:
(a) Any change to the name and registration number
(b) Any change of address
(c) Any change of country of incorporation
(d) Any change of principal place of business
(e) Description of its new business
(f) Number and type of additional securities to be quoted
(g) Description of the terms of the additional securities
(h) Expected date of listing and quotation of additional securities
(i) Any change of sponsorship details
(j) Reporting auditor and ongoing auditor.
3.
(a) For reverse takeovers, declaration by each of the enlarged group's director, executive officer, controlling shareholder, and officer occupying a managerial position and above who is a relative of such director or controlling shareholder, in the form set out in paragraph 8, Part 7 of the Fifth Schedule, Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018, as amended from time to time. For very substantial acquisitions, this requirement applies only to each new relevant person.
(b) For reverse takeovers, resumes and particulars of each of the enlarged group's director, executive officer and controlling shareholder, and if the controlling shareholder is a company or partnership, resumes and particulars of each of its director, executive officer, controlling shareholder and partner. In the case where such entity is listed on a stock exchange and the relevant information relating to each relevant person is publicly available, this requirement is not applicable, but the sponsor must inform the Exchange of any material changes.
4. Details of any other listing application made in respect of the assets/business/company that is being injected into the enlarged group, to any exchange or market in the last 5 years and to any exchange or market on which the assets/business/company is currently listed.
5. Whether the listing applicant has approached or engaged a sponsor or issue manager to sponsor a listing application in the last 5 years.
6. Details of any conditions that the sponsor intends to require the enlarged group to fulfil after re-quotation of the securities.
7. Confirmation that the sponsor holds a proper mandate for introducing and continuing activities on behalf of the enlarged group.
8. Confirmation by the Board of Directors and the sponsor pursuant to Rule 225(1)(f) that, in relation to the appointment of auditors, the listing applicant is in compliance with Rule 712 and Rule 715 or 716.
Amended on 29 September 201129 September 2011 and 7 February 20207 February 2020.
Appendix 4B Initial Public Offering Listing Confirmation
Cross-referenced from Rule 406(4)
We __________________________, sponsor of _______________________ (listing applicant) notify the Exchange that the listing applicant may be admitted to Catalist and the following securities quoted:
___________________________ (details of securities)
Part I Confirmation (Lodgement)
Please provide the following statements of confirmation.
1. We confirm that:
(a) We have given written consent to being named as sponsor and issue manager in the preliminary offer document, and a statement of such consent appears in the preliminary offer document.
(b) Each issue manager and underwriter named in the preliminary offer document has given his written consent to being named, and a statement of such consent appears in the preliminary offer document.
(c) Where the preliminary offer document contains a statement purporting to be made by, or based on a statement made by, an expert, the expert has given his written consent to the issue of such statement, and a statement of his consent appears in the preliminary offer document.
(d) The written consents referred to in paragraphs 1(a), (b) and (c) above have been lodged with the Exchange.
(e) The preliminary offer document has been signed in accordance with section 240(4A) of the SFA.
(f) [Deleted]
2. The indicative range of the issue price for the offer is: _____________________
| Dated: _________________ | |
| Signed on behalf of sponsor: | __________________________________ |
| (Name and designation of person signing) |
Part II Confirmation (Registration)
Please provide the following statements of confirmation where applicable.
1. We confirm that:
(a) We have given and not withdrawn our written consent to being named as sponsor and issue manager in the offer document, and a statement that we have given and not withdrawn our consent appears in the offer document.
(b) Each issue manager and underwriter named in the preliminary offer document has given and not withdrawn his written consent to being named, and a statement that he has given and not withdrawn his consent appears in the offer document.
(c) Where the offer document contains a statement purporting to be made by, or based on a statement made by, an expert, the expert has given and not withdrawn his written consent to the issue of such statement, and a statement that he has given and not withdrawn his consent appears in the offer document.
(d) The written consents referred to in paragraphs 1(a), (b) and (c) above have been lodged with the Exchange.
(e) The offer document has been signed in accordance with section 240(4A) of the SFA.
2. We confirm that, to the best of our knowledge and belief, having made reasonable due diligence enquiries and considered all relevant matters under the Rules in relation to this application for listing:
(a) All applicable requirements of the Rules are met (except as waived by the Exchange in writing).
(b) We are satisfied that the listing applicant is suitable for listing on Catalist.
(c) We are satisfied that the profit forecast, if any, has been made by the listing applicant's directors after due and careful enquiry.
(d) The offer document contains all information required by the relevant laws and regulations.
(e) There are no other matters known to us that should be taken into account except ____________ (if none, write nil).
(f) No material information has changed from the preliminary offer document except ___________ (if no change, write nil. If any changes, identify the attachment with the changes marked.).
(g) The listing applicant has all the requisite approvals, and is in compliance with all laws and regulations, that materially affect its business operations.
(h) The listing applicant has established adequate procedures, systems and controls (including accounting and management systems) to meet its obligations under the Rules.
(i) The directors of the listing applicant have received adequate advice and guidance from us (and other appropriate professional advisers) on their legal and regulatory obligations as an issuer on Catalist.
(j) All documents required by the Rules are included with this listing confirmation.
(k) We complied with the due diligence guidelines issued by The Association of Banks in Singapore or _____________ (such other satisfactory and no less strict due diligence guidelines or processes).
(l) We are independent from the listing applicant/issuer and are able to demonstrate it to the Exchange, if required.
(m) We hold a full mandate to undertake the relevant sponsorship activities for the listing applicant for at least three years.
3. In relation to paragraph 2(l) of the above declaration, we disclose the following.
(a) *We, our partners, directors, employees and associates of such partners, directors and employees, either individually or collectively, *have/do not have, or may as a result of the listing or a transaction *have/do not have, any interest1 in any class of securities of the listing applicant above 5% of the total issued securities. Details of such interest (if any) are as follows: ______________________.
(b) Our *partners, directors, employees and associates of such partners, directors and employees involved in providing advice to the listing applicant/issuer *have/do not have a directorship in the listing applicant. Details of such directorship (if any) are as follows: ______________________.
*Delete where not applicable.
| Dated: _________________ | |
| Signed on behalf of sponsor: | __________________________________ |
| (Name and designation of person signing) |
Part III Confirmation (After Allotment)
Please provide the following statements of confirmation where applicable.
1. We confirm that:
(a) The securities to be quoted are eligible for deposit with CDP.
(b) All share certificates have been issued and despatched (if applicable).
(c) A copy of the return of allotment has been duly filed with the Accounting and Corporate Regulatory Authority (ACRA).
(d) Any allocation and allotment of securities pursuant to a placement has been made in compliance with Rule 424.
(f) The distribution (after allotment if applicable) of the applicant's securities is not expected to result in a disorderly market when trading begins.
(g) The number of public shareholders is _____________ and the percentage of issued share capital held in public hands is ________ %.
(h) The following details in respect of moratorium shares are attached to this confirmation:
(i) the name of the registered shareholder (and beneficial shareholder if different);
(ii) the share certificate number and number of shares represented;
(iii) the endorsement on the share certificate; and
2. No further information relevant to the listing application should be advised to the Exchange.
* Delete where not applicable.
| Dated: _________________ | |
| Signed on behalf of sponsor: | __________________________________ |
| (Name and designation of person signing) |
1 An interest is a direct or indirect interest and includes options or rights to subscribe for securities.
Amended on 29 September 201129 September 2011 and 7 February 20207 February 2020.
Appendix 4C Articles of Association
Cross-referenced from Rule 406(8)
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) 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.
(f) 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
(a) 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
(a) 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
(a) The scope of the borrowing powers of the board of directors shall be expressed.
7. Meetings
(a) 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 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) The office of a director shall become vacant should he become of unsound mind or bankrupt during his term of office.
(g) 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.
(h) Where a managing director or a person holding an equivalent position is appointed for a fixed term, the term shall not exceed five years.
(i) A managing director or a person holding an equivalent position shall be subject to the control of the board.
(j) 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.
(k) 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.
(l) 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.
(m) 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.
10. Annual General Meeting
(a) An issuer must hold its annual general meeting within four months from the end of its financial year.
11. Winding Up
(a) The basis on which shareholders would participate in a distribution of assets on a winding up shall be expressed.
Amended on 29 September 201129 September 2011 and 7 February 20207 February 2020.
Appendix 4D Transfer Confirmation by Sponsor
Cross referenced from Rule 410(2)
We __________________________ , sponsor of _______________________ (SGX Main Board issuer applying for transfer) notify the Exchange that the issuer may be transferred to Catalist and the following securities quoted:
____________________________ (details of securities)
We confirm:
1. Having made reasonable due diligence enquiries and having considered all relevant matters as required by the Rules for sponsors, we are satisfied that the issuer is suitable to be listed on Catalist.
2. The requirements in Rule 410 have been complied with.
3. There are no other matters known to us that should be taken into account except ____________ (if none, write nil).
4. We are not aware of any material information which has yet to be announced.
5. We hold a full mandate to undertake continuing activities for the issuer.
6. The directors of the issuer have been informed of their obligations under the Rules and relevant Singapore laws and regulations.
7. The issuer has all the requisite approvals, and is in compliance with all laws and regulations, that materially affect its business operations.
8. The number of shareholders is _____________ and the percentage of issued share capital held in public hands is ________ %.
9. No further information relevant to the transfer should be advised to the Exchange.
* Delete where not applicable.
| Dated: _________________ | |
| Signed on behalf of sponsor: | __________________________________ |
| (Name and designation of person signing) |
Appendix 4E Applicant's Listing Agreement
Cross-referenced from Appendix 4F and Rule 410(3)
For *initial public offerings / very substantial acquisitions / reverse takeovers / transfers from SGX Main Board to Catalist:
We, ........................................................................... (listing applicant/enlarged group), in consideration of Singapore Exchange Securities Trading Limited (SGX) admitting us to the Official List of Catalist and quoting our securities, agree to the following.
1. Agreement
We agree:
(a) that the listing and quotation of our securities, or refusal, suspension or removal thereof, is in SGX's absolute discretion. SGX may admit or quote on any conditions it decides. SGX is not obliged to give reasons;
(b) to comply with the Rules and requirements if admitted (as amended from time to time);
(c) that the Rules may be modified or waived by the Exchange in its discretion;
(d) that SGX may enforce any action, disciplinary or otherwise, under the Rules;
(e) that SGX may make public any action taken and the reasons as set out in the Rules;
(f) that SGX may contact any organisation (regulatory or professional) regarding the proposed listing and quotation of our securities, and may give them and receive from them any information or documents considered by SGX or that organisation to be relevant;
(g) to pay all fees when due;
(h) to accept as final, binding & conclusive any decision made by SGX;
(i) to pay all costs required by SGX;
(j) to submit to the non-exclusive jurisdiction of the courts of Singapore; and
(k) that the proper law of this agreement is Singapore law.
2. Warranty
We warrant to SGX that:
(a) there is no reason not disclosed to our sponsor why our securities should not be listed and quoted on Catalist; and
(b) the information and documents provided to our sponsor, or provided to SGX as requested, are complete and accurate.
3. Indemnity
We indemnify SGX and its staff, agents and delegates to the fullest extent permitted by law in respect of any claim, action, other civil liability, or expense arising from or connected with:
(a) anything done or omitted to be done with reasonable care and in good faith in the course of, or in connection with, the discharge or purported discharge of their obligations under the law or the Rules;
(b) any breach of the above warranties; or
(c) any breach of our agreement.
Dated:
| ____________________________ Proper execution by applicant (eg. seal) | ____________________________ Signed by ................... (name and position) pursuant to authority granted by resolution of the Board on .................. (date) |
* Delete where not applicable.
Amended on 29 September 201129 September 2011.
Appendix 4F Steps in the Initial Public Offering / Very Substantial Acquisition / Reverse Takeover Process
Cross-referenced from Rules 431 and 1015(5)
The steps in the initial public offering/very substantial acquisition/reverse takeover process and the documents to be lodged with, or submitted by the sponsor to, the Exchange are as follows.
Part I Initial Public Offering
The usual timeline for an initial public offering is indicated in the far right column. In a particular case, the Exchange may change the timeline. Requirements for lodgement of documents are set out in Practice Note 4B.
| Steps | Activity | Usual Timeline |
| Pre-admission | Sponsor submits to the Exchange (Listings Department): 1. The pre-admission notification as described in Appendix 4A. 2. The requisite listing fee. | Registration day minus 29 calendar days |
| Lodgement of preliminary offer document | 1. Sponsor lodges on behalf of the issuer, the preliminary offer document with the Exchange (Catalist Regulation) for posting on the SGX website. The preliminary offer document will be exposed for public comment for a minimum period of 14 calendar days, unless extended by the Exchange. The period cannot be shortened. 2. Sponsor submits Part I of the listing confirmation in Appendix 4B, the undertaking by the issuer not to make an exempt offer (Rule 406(11)) and the required written consents (Rule 406(12)). 3. The sponsor may, on behalf of the issuer, lodge an amendment to the offer document under section 240(9A) of the SFA with the Exchange acting as agent of the Authority. The public comment period may commence again at the Exchange's discretion. | Registration day minus 15 calendar days |
| Registration of offer document | 1. Sponsor submits to the Exchange (Catalist Regulation) Part II of the listing confirmation in Appendix 4B, the required written consents (Rule 406(12)), the undertakings from each of the issuer's directors and executive officers in Appendix 7H and the Applicant's Listing Agreement in Appendix 4E, with requisite attachments. 2. The Exchange issues a registration notice and posts the marked-up and clean copies of the offer document on the SGX website. 3. This must be at least 4 market days before trading begins. 4. If, after registration, a replacement or supplementary offer document is required, the replacement or supplementary offer document must be lodged with the Exchange (Catalist Regulation) and the offer must be kept open for at least 14 days. | Registration day |
| Offer | 1. The applicant invites applications to subscribe for or purchase the securities. 2. The offer must be kept open for at least 2 market days. 3. 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 428 must be excluded. | Offer period |
| Confirmation of allotment | Sponsor submits to the Exchange (Catalist Regulation): 1. The information in Part III of the listing confirmation in Appendix 4B. 2. A list of the directors and substantial shareholders and their respective shareholdings. | Trading day minus 1 market day |
| Listing | Trading begins | Trading day |
Part II Very Substantial Acquisition/Reverse Takeover
| Steps | Activity |
| Pre-admission | 1. Sponsor submits to the Exchange (Listings Department) the pre-admission notification as described in Appendix 4A at least 14 calendar days before lodgement of the shareholder's circular and requisite listings fee. 2. Sponsor submits to the Exchange (Catalist Regulation) a draft shareholder's circular. |
| Lodgement of shareholder's circular | 1. Sponsor lodges shareholder's circular with the Exchange (Catalist Regulation) for posting on the SGX website at least 14 calendar days before the shareholder's meeting. Sponsor submits Part I of the listing confirmation in Appendix 10A. The shareholder's circular will be exposed for public comment for a minimum period of 14 calendar days, unless extended by the Exchange. The period cannot be shortened. 2. Sponsor submits to the Exchange (Catalist Regulation) Part II of the listing confirmation in Appendix 10A (where applicable), and Appendix 4E, with requisite attachments. 3. If there is a change in the sponsor for the enlarged group, sponsor submits Appendix 2C. |
| Issue of listing and quotation notice | The Exchange issues a listing and quotation notice (where applicable) upon the lodgement of the shareholder's circular. |
| Confirmation of allotment | Sponsor submits to the Exchange (Catalist Regulation) the information in Part III of the listing confirmation in Appendix 10A (where applicable). |
| Listing and quotation | Listing and quotation of the enlarged group (where applicable). |
Amended on 7 October 20157 October 2015 and 7 February 20207 February 2020.
Appendix 7A 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, orderly and transparent market for the trading of securities.
3. It is the sponsor's responsibility to advise the issuer on timely and adequate disclosure of material information.
Part II Issuers' Obligations Under Rule 703
4. 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).
(b) That would be likely to have a material effect on the price or value of securities of that issuer.
5. 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.
6. 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.
7. It is the responsibility of each issuer to disclose material information in its possession as required by the listing rules.
8. 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.
Some events requiring disclosure under Rule 703
9. 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 provision or receipt of a significant amount of financial assistance;
(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;
(q) a valuation of the real assets of the group that has a significant impact on the group's financial position and/or performance. The valuation of real property must be carried out by a property valuer in accordance with the property valuation standards. A copy of the valuation report, or for real property, a copy of the property 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;
(r) if its sponsor will cease or ceases to sponsor it for any reason, stating the reasons and effective date of such cessation;
(s) the appointment of a new sponsor;
(t) involuntary striking-off of the issuer's subsidiaries;
(u) an investigation on a director or an executive officer of the issuer;
(v) loss of a major customer or a significant reduction of business with a major customer; and
(w) major disruption to supply of critical goods or services.
Part III Exception to Rule 703
10. 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)).
11. 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
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.
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
12. 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.
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.
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
13. 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. The issuer should establish clear protocols with its sponsor about who within the sponsor will receive and advise on company information.
14. 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.
15. During this period, both the issuer and its sponsor should keep a close watch on the trading activity of the issuer's securities. The sponsor should be prepared to advise the issuer to make an immediate public announcement if necessary, and the issuer should be prepared to make an immediate public announcement if necessary.
Part VI Clarification or Confirmation of Rumours or Reports
16. 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.
17. If rumours indicate that material information has been leaked, a frank and explicit announcement is required. This is because one of the conditions for withholding information, i.e. confidentiality of the information, is no longer fulfilled. 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.
18. 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
19. It is the duty of an issuer to request for the trading halt or suspension if the need arises. In support of the issuer, it is the sponsor's responsibility to monitor trading activity in the issuer's securities and advise the issuer if a trading halt or suspension is warranted.
20. 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.
21. 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.
22. In such situations, the issuer, in consultation with its sponsor, should undertake a review to seek the causes of the unusual trading activity in its securities and take appropriate steps, including making announcements where necessary. 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 and its sponsor 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 sponsor and 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
23. 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 30 minutes after the release of the material information, or such other period as the Exchange considers it appropriate. The request for a trading halt, and the request for the lifting of a trading halt, must be announced. There must be at least 15 minutes of dissemination time for an announcement on the request for the lifting of trading halt, before trading resumes. 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 30 minutes after the announcement has been released to the Exchange, or such other period as the Exchange considers it appropriate. The request for a suspension in trading, and the request for the resumption of trading from suspension, must be announced. There must be at least 30 minutes of dissemination time for an announcement on the request for the resumption of trading from suspension, before trading resumes.
Refer to Practice Note 13A — Procedures for Trading Halt and Suspension.
Refer to Practice Note 13A — Procedures for Trading Halt and Suspension.
24. 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.
25. 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.
26. 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
27. 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);
(v) use of promotional jargon calculated to excite rather than to inform; and
(vi) in periodic updates on performance, selective presentation of information without sufficient comparability across periods. For example, a company should not publish performance measures that are inconsistent across periods to highlight favourable performance or omit poor performance in selected periods;
(d) avoid over-technical language, and should be expressed to the extent possible in language comprehensible to the layman;
(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; and
(f) include the statement in Rule 753(2).
28. 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 27:
(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. Every announcement should be reviewed by the issuer's sponsor.
(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.
(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
29. Issuers and parties who may be regarded as insiders should be fully aware of the provisions in any applicable legislation on insider trading.
30. 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 sponsors, 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.
31. 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 Rule 1204(19) which provides guidance on the principles and best practices with regard to dealings by the issuer and its officers in the issuer's securities.
32. 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
33. An issuer and its sponsor should monitor the trading in the issuer's 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.
Amended on 29 September 201129 September 2011, 7 February 20207 February 2020, 7 February 20207 February 2020 and 12 February 2021.
Appendix 7C Financial Statements and Dividend Announcement
Cross-referenced from Rule 704(10) and 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) [Deleted]
(L) [Deleted]
(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, subdivision, consolidation, 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 modifications or emphasis of a matter).
3A. Where the latest financial statements are subject to an adverse opinion, qualified opinion or disclaimer of opinion:—
(a) Updates on the efforts taken to resolve each outstanding audit issue.
(b) Confirmation from the Board that the impact of all outstanding audit issues on the financial statements have been adequately disclosed.
This is not required for any audit issue that is a material uncertainty relating to going concern.
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 and the reason(s) for the decision.
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 7H) under Rule 720(1).
Part II Additional Information Required for Full Year Announcement
16. Segmented revenue and results for operating 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 operating 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 non-controlling interests reported for first half year | |||
| (c) Sales reported for second half year | |||
| (d) Operating profit/loss after tax before deducting non-controlling 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(10) 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 first held | Details of changes in duties and position held, if any, during the year |
Amended on 29 September 201129 September 2011, 7 October 20157 October 2015, 31 March 201731 March 2017, 1 January 20191 January 2019, 7 February 20207 February 2020 and 7 February 20207 February 2020.
Appendix 7D Summary of Reserves and Resources
Cross-referenced from Rule 705(7), 1204(23) and Practice Note 4C
The following information must be provided for each asset of the issuer:
Date of report:
Date of previous report (if applicable):
1. Summary of Mineral Reserves and Resources
Name of Asset/Country/Project:
1 To state reason if this is different from net entitlement to issuer
* To state whether the Mineral Resources are reported additional to, or inclusive of, the Mineral Reserves.
Name of Asset/Country/Project:
| Category | Mineral Type | Gross Attributable to Licence | Net Attributable to Issuer1 | Remarks | |||
| Tonnes (millions) | Grade | Tonnes (millions) | Grade | Change from previous update (%) | |||
| Reserves | |||||||
| Proved | |||||||
| Probable | |||||||
| Total | |||||||
| Resources* | |||||||
| Measured | |||||||
| Indicated | |||||||
| Inferred | |||||||
| Total | |||||||
1 To state reason if this is different from net entitlement to issuer
* 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/Project:
2 Applicable to Resources. "Risk Factor" for Contingent Resources means the estimated chance, or probability, that the volumes will commercially extracted. "Risk Factor" for Prospective Resources, means the chance or probability of discovering hydrocarbons in sufficient quantity for them to be tested to the surface. This, then, is the chance or probability of the Prospective Resources maturing into a Contingent Resource
Name of Asset/Country/Project:
| Category | Gross Attributable to Licence (MMbbl / Bcf) | Net Attributable to Issuer1 | Risk Factors2 | 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 Resources | |||||
| Oil | |||||
| Low Estimate | |||||
| Best Estimate | |||||
| High Estimate | |||||
| Natural Gas | |||||
| Low Estimate | |||||
| Best Estimate | |||||
| High Estimate | |||||
2 Applicable to Resources. "Risk Factor" for Contingent Resources means the estimated chance, or probability, that the volumes will commercially extracted. "Risk Factor" for Prospective Resources, means the chance or probability of discovering hydrocarbons in sufficient quantity for them to be tested to the surface. This, then, is the chance or probability of the Prospective Resources maturing into a Contingent Resource
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 1 February 20111 February 2011 and amended on 29 September 201129 September 2011, 27 September 201327 September 2013 and 23 August 201823 August 2018.
Appendix 7E Minimum Terms of Sponsorship
Cross-referenced from Rule 748(1)
An issuer's written contract with a sponsor must include terms to the following effect. The contract may contain any other terms the parties wish to include, provided they do not contradict these terms.
1. Acknowledgement that the terms of sponsorship are intended to enable the sponsor and the issuer to comply fully with the Rules.
2. To meet the issuer's obligations under the Rules, the issuer gives the sponsor authority to:
(a) peruse all documents or records of the issuer and for this purpose have access to the issuer's premises and other places where its records are kept;
(b) review all documents to be released by the issuer to shareholders or the market;
(c) make all necessary inquiries with the issuer's directors, employees, or auditors;
(d) contact the Exchange on behalf of the issuer;
(e) bind the issuer in dealings with the Exchange;
(f) take external professional advice in relation to any matter relevant to the sponsorship;
(g) include the sponsor's details on any announcements or any documents to be sent to shareholders; and
(h) in the case of a conflict for the sponsor, take directions from the Exchange.
3. The sponsorship is exclusive.
4. The sponsorship will not be terminated without notice:
(a) by the issuer of at least 1 month (unless otherwise agreed by the Exchange); and
(b) by the sponsor of at least 3 months (unless otherwise agreed by the Exchange).
5. The issuer will take all steps, execute all documents, pay all fees, liaise with the sponsor, and do (or procure to be done) all things necessary to comply with the Rules.
6. The sponsor will be available to advise the issuer as necessary in respect of the issuer's compliance with the Rules.
7. The issuer must consult the sponsor as necessary in respect of the issuer's compliance with the Rules and give due consideration to such advice.
8. Acknowledgement that the sponsor owes duties to the Exchange that it may discharge without liability to the issuer.
9. The sponsor will not take any action or do anything that might result in a breach of a law or the Rules.
10. Any term of the sponsorship that contradicts the requirements of the Rules (including this Appendix) is void and of no effect.
Appendix 7F Announcement of Appointment
Cross referenced from Rule 406(3)(d) and Rule 704(6)
Date of Appointment
Date of last re-appointment (if applicable)
Name of person
Age
Country of principal residence
The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, 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.)
Professional qualifications
Working experience and occupation(s) during the past 10 years
Shareholding interest in the listed issuer and its subsidiaries
Any relationship (including immediate family relationships) with any existing director, existing executive officer, the issuer 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 7H) under Rule 720(1) has been submitted to the listed issuer Yes No
Other Principal Commitments* Including Directorships#
* "Principal Commitments" has the same meaning as defined in the Code.
# These fields are not applicable for announcements of appointments pursuant to Listing Rule 704(8)
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 an issuer listed on the Exchange? | Yes | No |
If yes, please provide details of prior experience.
If no, please state if the director has attended or will be attending training on the roles and responsibilities of a director of a listed issuer as prescribed by the Exchange.
Please provide details of relevant experience and the nominating committee's reasons for not requiring the director to undergo training as prescribed by the Exchange (if applicable).
Added on 29 September 201129 September 2011 and amended on 7 October 20157 October 2015, 1 January 20191 January 2019 and 1 January 2022.
Appendix 7G Announcement of Cessation
Cross-referenced from Rule 704(6)
| 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? | ||
| 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? | Yes | No |
| 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). | ||
| Do Independent Directors make up at least one-third of the board (taking into account this cessation)? | Yes | No |
| Number of cessations of appointments specified in Listing Rule 704(6) 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 |
Added on 29 September 201129 September 2011 and amended by 1 January 20221 January 2022.
Appendix 7H Form of Undertaking with Regard to Directors or Executive Officers
Cross-referenced from Rule 720(1) and Appendix 7F
To: Singapore Exchange Securities Trading Limited
c/o__________(Insert the name of the Issuer)
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 Catalist:—
(a) In the exercise of my powers and duties as a director or executive officer of__________
(Insert the name of the Issuer) I, the undersigned, shall:—
(Insert the name of the Issuer) 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 as my agent, for so long as I remain a director of the issuer or executive officer of the Issuer, 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 and update the correspondence address set out below.
Correspondence Address: _____________________
*Please tick accordingly.
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 20157 October 2015 and amended on 30 April 201630 April 2016.
Appendix 8A Disclosure Requirements for Rights Issues or Bought Deals
Cross-referenced from Rule 814
1. Apart from providing the information prescribed by the law, an issuer that is required to comply with the offer information statement requirements in Rule 865, must also provide the information set out in paragraphs 3(b) and, if applicable, (c) below.
2. An issuer that is not required to comply with the offer information statement requirements is required to provide the same disclosures in its offering circular as an issuer that is required to comply with the offer information statement requirements. 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 offer information statement or offering circular, where applicable, OR announced separately before trading of nil-paid rights commences:
(a) On the cover page of the offering circular:
(i) The statements required in Rule 865(2) in respect of an offer information statement.
(ii) A statement that the issuer intends 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 listing and quotation notice.
(iii) A statement that a listing and quotation notice 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.
(b) Working Capital
A review of the working capital for the last three financial years and the latest half year, if applicable.
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 Statements
A statement by the sponsor and each financial adviser in the form set out in Practice Note 12A.
A statement by the sponsor and each financial adviser in the form set out in Practice Note 12A.
Amended on 29 September 201129 September 2011.
Appendix 8B Confirmation for Corporate Actions / Additional Listing
Cross-referenced from Rule 864(1)
We __________________________ , sponsor of _______________________ (issuer) notify the Exchange that the issuer *will be undertaking the following corporate action / has the following securities for additional listing:
*For corporate action:
__________________________ (details of corporate action)
*For additional listing:
__________________________ (details of securities)
The issue is a result of __________________________ (insert details)
Part I Confirmation for Corporate Actions / Additional Listing
1. We, ____________________, sponsor of _____________________ (issuer), confirm that, to the best of our knowledge and belief, having made reasonable due diligence enquiries and considered all relevant matters under the Rules in relation to this *circular/additional listing application:
(a) All applicable requirements of the Rules for issuers and sponsors are met (except as waived by the Exchange in writing).
(b) All documents required by the Rules are included with this confirmation.
(c) Where applicable, we complied with the due diligence guidelines issued by The Association of Banks in Singapore or _____________ (such other satisfactory and no less strict due diligence guidelines or processes).
2. We confirm that:
(a) We have given written consent to being named as sponsor in the offer information statement, and a statement of such consent appears in the offer information statement. Where we act as issue manager to the offer of securities, we have given written consent to being named as issue manager in the offer information statement.
(b) Each issue manager and underwriter named in the offer information statement has given his written consent to being named, and a statement of such consent appears in the offer information statement.
(c) Where the offer information statement contains a statement purporting to be made by, or based on a statement made by, an expert, the expert has given his written consent to the issue of such statement, and a statement of his consent appears in the offer information statement.
(d) The written consents referred to in paragraphs 2(a), (b) and (c) above have been lodged with the Exchange.
(e) The offer information statement has been signed in accordance with Regulation 38 of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.
3. With regards to an additional listing of securities:
(a) We are satisfied that the securities are suitable for additional listing.
(b) That in our opinion, the issue of securities does not result in a change of control of the type under Rule 1015, and the basis for such opinion is __________________________ .
4. The corporate action/additional listing circular contains all information:
(a) Required by the relevant laws and regulations.
(b) Necessary to allow shareholders to make a properly informed decision.
5. This additional listing confirmation is accompanied by:
(a) The listing fee
(b) The information required as follows:
• For exercise of company warrants/ convertible preference shares — Appendix 8C
• For convertible loan stocks/ bonds — Appendix 8C
• For options exercised under an employee share options scheme — Appendix 8C
* Delete where not applicable.
| Dated: _________________ | |
| Signed on behalf of sponsor: | __________________________________ |
| (Name and designation of person signing) |
Part II Confirmation for Additional Listing (After Allotment)
Please provide the following statements of confirmation where applicable.
We confirm that:
1. The distribution of the applicant's securities after allotment of the additional securities is not expected to result in a disorderly market when trading begins.
2. The additional securities to be quoted are eligible for deposit with CDP.
3. All share certificates have been issued and despatched (if applicable).
4. A copy of the return of allotment has been duly filed with the Accounting and Corporate Regulatory Authority (ACRA).
5. The new shares *do/do not rank pari passu in all respects with the existing shares of the Company.
* Delete where not applicable.
| Dated: _________________ | |
| Signed on behalf of sponsor: | __________________________________ |
| (Name and designation of person signing) |
Amended on 7 February 20207 February 2020.
Appendix 8C Notification for Listing of Securities Arising from Exercise of Company Warrants / Convertible Preference Shares / Convertible Loan Stocks/Bonds / Options Exercised Under an Employees' Share Option Scheme*
Cross-referenced from Rule 864(2)
Name of Issuer: __________________________________________________________
Notification for listing of _______________________________________________ additional securities of $ ___________ each fully paid arising from the exercise of ______________ Company Warrants / Convertible Preference Shares / Convertible Loan Stocks / Bonds / 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 new certificates have been endorsed accordingly, and provide a specimen copy of the endorsed certificate to the Exchange)
(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 : ______________________
Class of security : ______________________
3. **We confirm that the:
(a) Company Warrants / Convertible Preference Shares* were exercised in compliance with the terms of the Deed Poll dated _____________ ; or
(b) Convertible Loan Stocks / Bonds* were converted in compliance with the terms of the Trust Deed dated _____________ ; or
(c) 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 _____________ .
(d) Listing and Quotation Notice in respect of the securities has been issued by the Exchange.
Enclosures:
(a) A copy of the Return of Allotment (Form 24) (if any) filed with the ACRA.
(b) Confirmation of despatch of Share/Stock Certificates.
(c) Cheque for any additional listing fee, if applicable.
(d) Listing and Quotation Notice.
* Delete where not applicable.
** Complete as applicable.
| Dated: ________________ | |
| Signed on behalf of issuer: | ________________________________ |
| (Name and designation of person signing) | |
| Dated: ________________ | |
| Signed on behalf of issuer: | ________________________________ |
| (Name and designation of person signing) |
Appendix 8D Daily Share Buy-Back Notice
Cross-referenced from Rule 871
Name of Overseas Exchange if Company has Dual Listing: ___________________
(1) Share Buy-Back Authority
Maximum number of shares authorised for purchase
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 | %* | Number | % | Number | % | |
| Cumulative number of shares purchased to date^ | ||||||
(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 |
* 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.
^ From the date on which the share buy-back mandate is obtained.
Amended on 31 March 201731 March 2017.
Appendix 8E Notification For Listing And Quotation Of Securities To Be Issued Pursuant To A Scrip Dividend Scheme
Cross-referenced from Part IX of Chapter 8
We __________________________, sponsor of _______________________ (issuer) notify the Exchange for listing of __________________ additional securities arising from 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)
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]. Please include the following:
| (a) No. of shares at the time of mandate obtained | |
| (b) [non-pro rata limit applicable under Rule 806] of (a) | |
| (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)] |
We, ____________________, sponsor of _____________________ (issuer), confirm that, to the best of our knowledge and belief, having made reasonable due diligence enquiries and considered all relevant matters under the Rules in relation to this additional listing application:
(a) The Scrip Dividend Scheme is in force; and
(b) All applicable requirements of the Rules for issuers and sponsors are met (except as waived by the Exchange in writing).
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; and
(3) Cheque for additional listing fee;
Note: —
(a) Form must be submitted to CDP by 12 noon, 2 market days before listing date
Dated: _________________
Signed on behalf of sponsor: ____________________________
(Name and designation of person signing)
Added on 29 September 201129 September 2011 and amended on 7 February 20207 February 2020.
Appendix 10A Reverse Takeover / Very Substantial Acquisition Listing Confirmation
Cross-referenced from Rule 1015(6)
We __________________________ , sponsor of _______________________ (issuer) notify the Exchange that the enlarged group is suitable for continued listing and the following additional securities will be quoted:
____________________________ (details of securities)
Part I Confirmation (Lodgement)
1. We confirm that, to the best of our knowledge and belief, having made reasonable due diligence enquiries and considered all relevant matters under the Rules in relation to this application for listing:
(a) All applicable requirements of the Rules are met (except as waived by the Exchange in writing).
(b) We are satisfied that the enlarged group is suitable for listing on Catalist.
(c) The *very substantial acquisition/reverse takeover circular contains all information required by the relevant laws and regulations.
(d) The *very substantial acquisition/reverse takeover circular contains all information necessary to allow shareholders to make a properly informed decision.
(e) There are no other matters known to us that should be taken into account except ____________ (if none, write nil).
(f) No material information has changed from the *very substantial acquisition/reverse takeover circular except ___________ (if no change, write nil. If any changes, identify the attachment with the changes marked.).
(g) The issuer has all the requisite approvals, and is in compliance with all laws and regulations, that materially affect its business operations.
(h) The issuer has established adequate procedures, systems and controls (including accounting and management systems) to meet its obligations under the Rules.
(i) The directors of the issuer have received adequate advice and guidance from us (and other appropriate professional advisers) on their legal and regulatory obligations as an issuer on Catalist.
(j) All documents required by the Rules are included with this listing confirmation.
(k) We complied with the due diligence guidelines issued by The Association of Banks in Singapore or _____________ (such other satisfactory and no less strict due diligence guidelines or processes).
(l) We are independent from the issuer and are able to demonstrate it to the Exchange, if required.
(m) We hold a full mandate to undertake the relevant sponsorship activities for the issuer for at least three years.
2. In relation to paragraph 1(l) of the above declaration, we disclose the following.
(a) *We, our partners, directors, employees and associates of such partners, directors and employees, either individually or collectively, *have/do not have, or may as a result of the listing or a transaction *have/do not have, any interest^ in any class of securities of the listing applicant/issuer/enlarged group above 5% of the total issued securities. Details of such interest (if any) are as follows: _____________.
^ An interest is a direct or indirect interest and includes options or rights to subscribe for securities.
^ An interest is a direct or indirect interest and includes options or rights to subscribe for securities.
(b) Our *partners, directors, employees and associates of such partners, directors and employees involved in providing advice to the listing applicant/issuer *have/do not have a directorship in the listing applicant/issuer/enlarged group. Details of such directorship (if any) are as follows: _________________.
For additional listing of securities:
3. The indicative range of the issue price for the offer is: __________________________.
4. We confirm that:
(a) We have given written consent to being named as sponsor in the offer information statement, and a statement of such consent appears in the offer information statement. Where we act as issue manager to the offer of securities, we have given written consent to being named as issue manager in the offer information statement.
(b) Each issue manager and underwriter named in the offer information statement has given his written consent to being named, and a statement of such consent appears in the offer information statement.
(c) Where the offer information statement contains a statement purporting to be made by, or based on a statement made by, an expert, the expert has given his written consent to the issue of such statement, and a statement of his consent appears in the offer information statement.
(d) The written consents referred to in paragraphs 4(a), (b) and (c) above have been lodged with the Exchange.
(e) The offer information statement has been signed in accordance with Regulation 38 of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.
(f) We are satisfied that the securities are suitable for additional listing.
5. This additional listing confirmation is accompanied by:
(a) The listing fee
(b) The information required as follows:
• For exercise of company warrants/ convertible preference shares — Appendix 8C
• For convertible loan stocks/ bonds — Appendix 8C
• For options exercised under an employee share options scheme — Appendix 8C
* Delete where not applicable.
| Dated: _________________ | |
| Signed on behalf of sponsor: | __________________________________ |
| (Name and designation of person signing) |
Part II Confirmation for Additional Listing (After Allotment)
Please provide the following statements of confirmation where applicable.
1. We confirm that:
(a) The distribution of the applicant's securities after allotment of the additional securities is not expected to result in a disorderly market when trading begins.
(b) The additional securities to be quoted are eligible for deposit with CDP.
(c) All share certificates have been issued and despatched (if applicable).
(d) A copy of the return of allotment has been duly filed with the Accounting and Corporate Regulatory Authority (ACRA).
(e) The new shares *do/do not rank pari passu in all respects with the existing shares of the Company.
(f) The number of shareholders is _____________ and the percentage of issued share capital held in public hands is ________ % (if applicable).
(h) The following details in respect of moratorium shares are attached to this confirmation:
(iv) the name of the registered shareholder (and beneficial shareholder if different);
(v) the share certificate number and number of shares represented;
(vi) the endorsement on the share certificate.
*Delete where not applicable.
| Dated: _________________ | |
| Signed on behalf of sponsor: | __________________________________ |
| (Name and designation of person signing) |
Amended on 10 August 201210 August 2012 and 7 February 20207 February 2020.
Appendix 14A Existing Issuer's Undertaking
Cross-referenced from Rule 1403(3)
We, ........................................................................... (existing issuer), intend to comply with the Catalist Rules.
1. Agreement
We agree:
(a) That the listing and quotation of our securities, or refusal, suspension or removal thereof, is in the absolute discretion of the Singapore Exchange Securities Trading Limited (SGX). SGX may admit or quote on any conditions it decides. SGX is not obliged to give reasons.
(b) To comply with the Rules if admitted (as amended from time to time).
(c) That the Rules may be modified or waived by SGX in its discretion.
(d) That SGX may enforce any action, disciplinary or otherwise, under the Rules.
(e) That SGX may make public any action taken and the reasons as set out in the Rules.
(f) That SGX may contact any organisation (regulatory or professional) regarding the proposed listing and quotation of our securities, and may give them and receive from them any information or documents considered by SGX or that organisation to be relevant.
(g) To pay all fees when due.
(h) To accept as final, binding & conclusive any decision made by SGX.
(i) To pay all costs required by SGX.
(j) To submit to the non-exclusive jurisdiction of the courts of Singapore.
(k) That the proper law of this agreement is Singapore law.
2. Warranty
We warrant to SGX that:
(a) There is no reason not disclosed to our sponsor why our securities should not be listed and quoted on Catalist.
(b) The information and documents provided to our sponsor, or provided to SGX as requested, are complete and accurate.
3. Indemnity
We indemnify SGX and its staff, agents and delegates to the fullest extent permitted by law in respect of any claim, action, other civil liability, or expense arising from or connected with:
(a) Anything done or omitted to be done with reasonable care and in good faith in the course of, or in connection with, the discharge or purported discharge of their obligations under the law or the Rules.
(b) Any breach of the above warranties.
(c) Any breach of our agreement.
Dated:
| ____________________________ Proper execution by applicant (eg, seal)* | ____________________________ Signed by ................... (name and position) pursuant to authority granted by resolution of the Board on .................. (date) * |
* Delete where not applicable.