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Mainboard Rules

Definitions and Interpretation

Chapter 1 Introduction

Part I Scope of Chapter

101

102

Part II General Principles

103

104

Part III Application of Listing Rules

105

106

107

108

109

110

Part IV Issue Managers, Issuer's Directors and Issuer's Executive Officers

Issue Manager's Functions

111

Independence of Issue Managers

112A

Responsibilities of Issue Managers

112B

112 [Deleted]

113

Responsibilities of Issuer's Directors and Executive Officers

114

Part V Listing Fees and Other Charges

115

116

Part VI Liability of SGX-ST

117

Chapter 2 Equity Securities

Part I Scope of Chapter

201

Part II General Requirements

202

203

204

205

206

207

208

Continuing Listing Obligations

209

Part III SGX Mainboard Listings

210

211

Accounting and Auditing Standards

211A

Part IV Transfer from Catalist to SGX Mainboard

212

213

214

Part V Listing Requirements for Foreign Issuers

215

216

217

218

Share Transfer Facilities

219

220

Resident Director

221

Part VI Additional Listing Requirements for Property Investment/Development Companies

222 Property Investment/Development Companies

Part VII Conflicts of Interest

223

224

Part VIII Moratorium

225 Purpose of a Moratorium

Promoters

226

Moratorium Undertakings

227

228

Period of Moratorium

229

Dual Class Share Structure

229A

Part IX Methods of Offering

General

230

Placing or Offer for Subscription

231

Placement Tranche

232

Public Subscription Tranche

233

233A

Preferential Allotment of Reserved Securities

234

Introduction

235

236

237

238

Underwriting

239

Disclosure of Subscription

240

Issue Price

241

Offer Period

242

Part X Listing Procedures

243

Time Schedule

244

Contents of Application

245

246

247

Documents to be Submitted After Approval In-Principle and Before the Prospectus, Offering Memorandum or Introductory Document is Issued

248

Documents to be Submitted On or Before the Closing Date of the Offering, or Where Appropriate, as Soon as Practicable After Issue of the Prospectus, Offering Memorandum or Introductory Document

249

Documents to be Submitted Before Trading Commences

250

Part XI Global Depository Receipts

251

Requirements for an Issue of Global Depository Receipts

252

Continuing Listing Obligations

253

Fees

254 [Rule has been deleted.]

Treasury Shares

255 [Deleted]

Part XII Business Trust

256

Chapter 3 Debt Securities

Part I Scope of Chapter

301

302

Part II Listing Requirements for Local Debt Securities

303

Part III Listing Requirements for Foreign Debt Securities

304

Part IV General Requirements for Debt Securities

Paying Agent

305

Disclosure of Allocation Outcome

306

Adjustments

307

Trustee and Trust Deed

308

Medium Term Note Programme

309

Part V Listing Procedures for Debt Securities

310

Time Schedule

311

Content of Prospectus, Offering Memorandum or Introductory Document

312

313

Documents to be Submitted with the Prospectus, Offering Memorandum or Introductory Document

314

Documents to be Submitted After Approval In-Principle

315

Part VI Seasoning of Debt Securities

316

317

Issuer and Guarantor Eligibility Criteria

318

319

Issue Requirements

320

Re-taps for Seasoned Debt Securities

321

Disclosure Obligations

322

Part VII Continuing Listing Obligations

323

324

325

326

Chapter 4 Investment Funds

Part I Scope Of Chapter

401

402

403

Part II Listing Requirements for Investment Funds

404

Part III Listing Procedures for Investment Funds

405

Time Schedule

406

Contents of Application

407

408

Documents to be Submitted with the Application

409

Documents to be Submitted After Approval In-Principle

410

Part IV Continuing Listing Obligations

411

Part V Specialized Funds

Venture Capital Fund

412

Hedge Fund

413

414

Chapter 5 Structured Warrants

Part I Scope of Chapter

501

Part II Requirements for an Issuer of Structured Warrants

502

503

Part III Requirements Relating to the Underlying Securities

504

505

506

507

Part IV Other Requirements

508

Part V Disclosure Requirements

509

510

511

512

513

514

Part VI Structured Warrant Programs

515

516

517

Part VII Listing Application

518

Part VIII [Deleted]

519 [Rule has been deleted.]

Chapter 6 Prospectus, Offering Memorandum and Introductory Document

Part I Scope of Chapter

601

Part II Content of Prospectus, Offering Memorandum and Introductory Document

602

603

604

605

606

607

608

609

610

Part III Additional Requirements for Investment Funds

611

612

613

614

615

616

617

618

619

620

621

622

Part IV Additional Requirements for Life Science Companies

623

Part V Additional Requirements for Mineral, Oil and Gas Companies

624

Part VI Additional Requirements For SPACs

625

626

Chapter 7 Continuing Obligations

Part I Scope of Chapter

701

Part II Equity Securities — Immediate Announcements

702

Disclosure of Material Information

703

Announcement of Specific Information

704

Part III Equity Securities — Periodic Reports

Financial Statements

705

706

Acquisitions and Realisations

706A

Annual Report

707

708

709

709A

710

710A

711

Sustainability Report

711A

711B

Appointment of Auditors

712

713

714

715

716

717

718

Part IV Equity Securities — Other Obligations

Suspected Fraud or Irregularity

719

Directors and Management

720

Sale and Purchase Agreements

721

Listing Fees

722 [Rule has been deleted.]

Free Float

723

724

Authorised Representatives

725

726

727

Share Pledging Arrangements

728

Restriction on Transfers of Securities

729

Alteration of Articles of Association

730

Facilitating Interaction with Shareholders

730A

Dual Class Share Structure

730B

Change in Financial Year End

730C

Part V Operational and Trading Matters

Allotment

731

Transfers, Registration and Splitting

732

733

734

Certificates

735

736

Proxy Forms

737

738

739

Documents

740

741

742

743

744

Part VI [Deleted]

745 [Rule has been deleted.]

746 [Rule has been deleted.]

747 [Rule has been deleted.]

Part VII Investment Funds — Continuing Listing Obligations

748

Part VIII Mineral, Oil and Gas Companies — Continuing Listing Obligations

749

750

Part IX Secondary Listings — Continuing Listing Obligations

751

Part X Dual Class Share Structure — Continuing Listing Obligations

752

753

Part XI SPACs — Continuing Listing Obligations

754

Chapter 8 Changes in Capital

Part I Scope of Chapter

801

802

Part II General Requirements for an Issue of Securities

803

803A

804

805

General Mandate

806

Part III Preferential Offering

807

808

Part IV Issue of Shares, Company Warrants and Convertible Securities for Cash (Other than Rights Issue)

809

810

811

812

813

Part V Rights Issues

814

815 [Deleted]

816

817

818

819

820

821

822

823

Part VI Issue of Company Warrants and Other Convertible Securites

824

825

826

827

828

829

830

831

832

833

834

835

Part VII Bonus Issues and Subdivision and Consolidation of Shares

836

836A

837

838

839

840

841

842

Part VIII Share Option Schemes or Share Schemes

843

Terms of Schemes

844

845

846

847

848

849

850

851

852

Shareholder Approval

853

854

855

856

857

858

859

860

861

Part IX Scrip Dividend Schemes

862

863

Part X Listing Application for Additional Equity Securities

864

865

866

867

868

Part XI Procedures for Additional Listing Application (Primary Listing)

869

870

871

872

Time Schedule

873

874

Contents of Application

875

876

Documents to be Submitted with the Application

877

Part XII Procedures for Additional Listing Application (Secondary Listing)

878

879

880

Part XIII Share Buy-Back

Shareholder Approval

881

882

883

883A

Dealing Restriction

884

Off-Market Acquisition on an Equal Access Scheme

885

Reporting Requirements

886

Part XIV Real Estate Investment Trust

887 [Rule has been deleted.]

Chapter 9 Interested Person Transactions

Part I Scope of Chapter

901

902

903

Part II Definitions

904

Part III General Requirements

905

906

907

908

909

Part IV Sale of Property Units

910

911

912

913

914

Part V Exceptions

915

916

Part VI Announcement Requirements

917

Part VII Shareholder Approval

918

919

Part VIII General Mandate

920

Part IX Circular Requirements

921

Part X Procedures

922

923

Chapter 10 Significant Transactions

Part I Scope of Chapter

1001

Part II Definitions

1002

Part III Basis of Valuation

1003

Part IV Classification of Transactions

1004

1005

1006

1007

Part V Non-Discloseable Transactions

1008

1009

Part VI Discloseable Transactions

1010

1011

1012

1013

Part VII Major Transactions

1014

Part VIII Very Substantial Acquisitions or Reverse Takeovers

1015

1016

1017

1018 Cash Companies

Part IX Options to Acquire or Dispose of Assets

1019

Part X Undertaking Business in Investment Fund Management

1020

Chapter 11 Takeovers

Part I Scope of Chapter

1101

Part II General

1102

1103

1104

1105

1106 [Rule has been deleted.]

1107 [Rule has been deleted.]

Chapter 12 Circulars, Annual Reports and Electronic Communications

Part I Scope of Chapter

1201

Part II Circulars

1202

1203

1204

1205

1206

Part III Annual Reports

1207

Part IV Electronic Communications

1208

1209

1209A

1210

1211

1212

Chapter 13 Trading Halt, Suspension and Delisting

Part I Scope of Chapter

1301

Part II Trading Halt and Voluntary Suspension

1302

Part III Suspension of Trading

1303

1304

Part IV Delisting

1305

1306

1307

1308

1309

Part V Watch-List

1310

1311

1312

1313

1314

1315

1316

Chapter 14 Disciplinary and Appeals Procedures, and Enforcement Powers of the Exchange

Part I Scope of Chapter

1401

1402

Part II Types of Committees

Disciplinary Committee

1403

Appeals Committee

1404

Part III Administrative and Enforcement Powers of the Exchange

1405

1405A

Queries

1406

Investigations

1407

1408

1409

1410

Composition offers

1411

1412

1413

Part IV Disciplinary Proceedings

Initiation of proceedings

1414

1415

The hearing

1416

The written grounds of the Disciplinary Committee and sanctions

1417

Post-hearing

1418

Part V Appeals

Initiation of proceedings

1419

1420

The hearing

1421

The written grounds of the Appeals Committee and sanctions

1422

Post-hearing

1423

Part VI Miscellaneous Matters

Confidentiality

1424

Irregularities

1425

Exclusion of liability

1426

Composition sums, fines and costs and Compliance Fund

1427

1428

Appendices

Appendix 2.1 Contents of New Listing Application

Appendix 2.2 Articles of Association

Appendix 2.3.1 Undertaking in Support of Primary Listing Application for Debt Securities* / Equities* / Investment Funds*

Appendix 2.3.2 Undertaking in Support of Secondary Listing Application for Equities* / Investment Funds*

Appendix 7.1 Corporate Disclosure Policy

Appendix 7.2 Financial Statements and Dividend Announcement

Appendix 7.3 [Rule has been deleted.]

Appendix 7.4 [Rule has been deleted.]

Appendix 7.4.1 Announcement of Appointment

Appendix 7.4.2 Announcement of Cessation

Appendix 7.5 Summary of Reserves and Resources

Appendix 7.6 Form of Certification

Appendix 7.7 Form of Undertaking with Regard to Directors or Executive Officers

Appendix 8.1 Contents of Application for Listing Additional Securities

Appendix 8.2 Disclosure Requirements for Rights Issues or Bought Deals

Appendix 8.3.1 Daily Share Buy-Back Notice

Appendix 8.3.2 Daily Share Buy-Back Notice

Appendix 8.4.1 Application for Listing of Securities Arising from Exercise of Company Warrants/Convertible Preference Shares* Primary/Secondary* Listing

Appendix 8.4.2 Application for Listing of Securities Arising from Convertible Loan Stocks/Bonds* — Primary/Secondary* Listing

Appendix 8.4.3 Application for Listing of Securities Arising from Options Exercised Under an Employees' Share Option Scheme — Primary/Secondary* Listing

Appendix 8.4.4 Application for Listing and Quotation of Securities to be Issued Pursuant to a Scrip Dividend Scheme — Primary/Secondary* Listing

Appendix 13.1 Notice of 3 Consecutive Years' Losses

Practice Notes

Practice Note 1.2 Oversight of Issuers

Practice Note 2.1 Equity Securities Listing Procedure

Practice Note 2.1A Independence of Issue Managers

Practice Note 2.2 Global Depository Receipts

Practice Note 2.3 Training for Directors with No Prior Experience

Practice Note 2.4 Summary Property Valuation Report

Practice Note 3.1 Term Sheet For Debentures and Funds

Practice Note 3.2 Seasoning of Debt Securities

Practice Note 4.1 Profit Forecasts and Right of First Refusals

Practice Note 4.2 Corporate Governance Requirements for Real Estate Investment Trusts and Business Trusts

Practice Note 4.3 Actively Managed Exchange Traded Funds

Practice Note 5.1 Term Sheet for Structured Warrants

Practice Note 6.1 Disclosure Requirements: Pre-listing Information and Transitional Arrangements

Practice Note 6.2 Prospectus Disclosure for Life Science Companies

Practice Note 6.3 Requirements for Mineral, Oil and Gas Companies

Practice Note 6.4 Requirements for Special Purpose Acquisition Companies

Practice Note 7.1 Continuing Disclosure

Practice Note 7.2 Monitoring and Querying Unusual Trading Activity

Practice Note 7.3 Takeovers — Receipt of an Offer for Listed Shares

Practice Note 7.4 Guide for Operating and Financial Review

Practice Note 7.5 General Meetings

Practice Note 7.6 Sustainability Reporting Guide

Practice Note 7.7 Announcement of dividends and other corporate actions

Practice Note 8.1 Rights Issue Timetable

Practice Note 8.2 Sub-underwriting Arrangements

Practice Note 8.3 [Deleted]

Practice Note 10.1 Acquisitions and Realisations

Practice Note 12.1 Responsibility Statements for Directors, Vendors and Financial Advisers

Practice Note 12.2 Internal Controls and Risk Management Systems

Practice Note 13.1 Trading Halt and Suspension

Practice Note 13.2 Watch-List

Transitional Practice Note 1 Transitional Arrangements Regarding Continuing Listing Rules [Deleted]

Transitional Practice Note 2 Transitional Arrangements Regarding Accounting Standards

Transitional Practice Note 3 Transitional Arrangements Regarding Code of Corporate Governance 2018

Transitional Practice Note 4 Transitional Arrangements Regarding the Tenure Limit for Independent Directors

Report of the Committee and Code of Corporate Governance

Code of Corporate Governance 2012

Board Matters

Remuneration Matters

Accountability and Audit

Shareholders Rights and Responsibilities

Glossary

Disclosure of Corporate Governance Arrangements

The Role of Shareholders in Engaging with Companies in which they Invest

Download in PDF

Code of Corporate Governance 2018

Introduction

Board Matters

Remuneration Matters

Accountability and Audit

Shareholder Rights and Engagement

Managing Stakeholders Relationships

Practice Guidance

Practice Guidance 1: Board Roles and Director Duties

Practice Guidance 2: Board Composition and Guidance

Practice Guidance 3: Chairman and CEO

Practice Guidance 4: Board Membership

Practice Guidance 5: Board Performance

Practice Guidance 6: Procedures for Developing Remuneration Policies

Practice Guidance 7: Level and Mix of Remuneration

Practice Guidance 8: Disclosure on Remuneration

Practice Guidance 9: Risk Management and Internal Controls

Practice Guidance 10: Audit Committees

Practice Guidance 11: Shareholder Rights and Conduct of General Meetings

Practice Guidance 12: Engagement with Shareholders

Practice Guidance 13: Managing Stakeholder Relationships

Download in PDF

DVP Rules [Entire Rulebook has been deleted]

Futures Trading Rules

SGX-DC Clearing Rules

SIAC DT Arbitration Rules

SIAC DC Arbitration Rules

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