Part III Application of Listing Rules
105(1) Subject to the review procedures set out in Chapter 14, the Exchange's listing rules are interpreted, administered and enforced by the Exchange and the decisions and requirements of the Exchange are conclusive and binding on an issuer. The Exchange may at any time vary its decision in any way, or revoke it. It may do so upon the application of the issuer or of its own accord and at its absolute discretion. The variation or revocation will take effect from the date specified by the Exchange.(2) An issuer admitted to the Exchange's Official List must comply with the listing rules:—(a) in accordance with the spirit, intention and purpose; and(b) by looking beyond form to substance.
The Exchange may impose additional requirements or make any listing subject to special conditions whenever it considers it appropriate.
The Exchange may waive or modify compliance with a listing rule (or part of a rule) either generally or to suit the circumstances of a particular case, unless the listing rule specifies that the Exchange will not waive it. The Exchange may grant a waiver subject to such conditions, as it considers appropriate. If the Exchange waives a listing rule (or part of a rule) subject to a condition, the condition must be satisfied for the waiver to be effective. Where a waiver is granted, the issuer must announce the waiver, the reasons for seeking the waiver and the conditions, if any, upon which the waiver is granted as soon as practicable.
Where the Exchange rejects an application made pursuant to this Manual, it may, if it considers it appropriate, disclose the reasons for its decision but is under no obligation to do so.
109(1) The Exchange's listing rules may be amended by the Exchange from time to time, subject to such approval as may be required by applicable law. The Exchange may, from time to time, issue Practice Notes or amend existing Practice Notes to provide guidance on the interpretation and application of any listing rule or a more detailed prescription of a listing rule. The Exchange may from time to time issue a best practices guide relating to corporate governance matters, and may amend such best practices guide.(2) The Exchange may, from time to time, publish transitional arrangements in relation to any amended or new rule.
110Listings Advisory Committee
Purpose(1) The Listing Advisory Committee shall as a panel of independent market professionals, render advice to the Exchange on matters referred to it by the Exchange. The Exchange may refer to the Listings Advisory Committee for review, matters including those arising from or in connection with:(a) listing policies;(b) listing applications from issuers seeking admission to the Official List of the SGX-ST Main Board or seeking to undergo a reverse takeover ("specific listing applications"); or(c) any other matter that the Exchange considers appropriate.
Composition(2) The Listings Advisory Committee shall comprise members appointed by the SGX RegCo Board in consultation with the Authority, and shall not have a member who is, or who within 3 years of the proposed appointment date was, a director, officer or employee of:(a) SGX; or(b) a related corporation of SGX.(3) The Listings Advisory Committee shall review referrals by convening a Listings Advisory Committee meeting, subject to the following conditions:(a) a Listings Advisory Committee meeting shall have a quorum of 5 members, including a chairman or deputy chairman,(b) a Listings Advisory Committee meeting shall at all times comprise a member representing an investor association;(c) a Listings Advisory Committee meeting shall at all times comprise members who collectively have corporate finance, accounting and legal experience.
Referral of a specific listing application(4) A specific listing application may be referred to a Listings Advisory Committee meeting when:(a) novel or unprecedented issues are involved;(b) specialist expertise is required;(c) matters of public interest are involved; or(d) the Exchange is of the view that a referral is appropriate.(5) A listing applicant shall not have the right to seek referral of its specific listing application to a Listings Advisory Committee meeting. The Exchange shall not be obliged to inform a listing applicant if its specific listing application is subject to a Listings Advisory Committee meeting.(6) The Exchange shall, within a reasonable period, report to the Listings Advisory Committee on specific listing applications which have been approved-in-principle for listing and have not been referred to the Listings Advisory Committee.(7) The Listings Advisory Committee may require the Exchange to provide any additional information or documents it requires for consideration of matters under its review.(8) No member of the Listings Advisory Committee shall participate in the review of a specific listing application if he has a conflict of interest.(9) The Listings Advisory Committee shall provide its advice to the Exchange upon conclusion of its review of the matter. The Exchange is not bound by the advice of the Listings Advisory Committee.(10) The Listing Advisory Committee shall be supported by a secretariat which reports to the chairman of the Listings Advisory Committee.(11) The Exchange shall publish half-yearly reports of advice provided by the Listings Advisory Committee. The Listings Advisory Committee shall publish an annual report on matters reviewed by it. The publications of the Exchange and the Listings Advisory Committee shall include:(a) the background facts relevant to the referral;(b) the rules which were relevant to the referral; and(c) a summary of the advice provided by the Listings Advisory Committee,but shall not include any confidential information unless otherwise permitted by the Exchange.(12) The Listings Advisory Committee shall not be liable for performing its functions under this Chapter. This limitation of liability extends to any actions whether in contract or tort or otherwise, and even in the purported performance of a function in good faith.