• 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):
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:
• 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.
(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.
(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
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.
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.
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.
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.
Signed on behalf of sponsor:
(Name and designation of person signing)
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.