Part II Authorisation of Sponsors

204

To be eligible for authorisation as a full sponsor, an applicant must meet the following eligibility criteria, in addition to any legal and regulatory requirements:

(1) be a corporation with a minimum base capital of $500,000 and sufficient professional indemnity insurance to cover its proposed sponsor activities;

(2) have established and operate out of a physical office in Singapore;

(3) have substantial shareholders, directors and key officers who are, in the Exchange's opinion, fit and proper;

(4) be experienced as a lead issue manager;

(5) have, in the Exchange's opinion, a satisfactory reputation and work record in all places where it has operated;

(6) not be in breach of any relevant rule or law in any place where it operates, including being the subject of any disciplinary proceedings, or any investigation which might lead to disciplinary action by any regulatory authority. The Exchange will normally not accept an applicant if complaints, warning letters, fines, private or public censures or reprimands, or other disciplinary action by any regulatory authority has occurred in the last 2 years;

(7) have sufficient skills and resources to discharge its obligations as a sponsor, including, upon authorisation, employing at least 3 professionals who meet the criteria in Rule 212 for registered professionals, where:

(a) at least 1 has a minimum of 10 years' experience in corporate finance advisory work or related advisory work, and has advised in a managerial or supervisory capacity on at least 5 listings in the 10 years prior to the application; and

(b) at least 2 have a minimum of 5 years' experience each in corporate finance advisory work or related advisory work, and 1 of these professionals has advised on at least 3 listings in the 5 years prior to the application; and

(8) upon authorisation, be independent of, and have no conflicts of interest with, the entities it sponsors.

Refer to Appendix 2D — Sponsor Independence.

Refer to Practice Note 2A — Eligibility Criteria for Sponsors.

205

To be eligible for authorisation as a continuing sponsor, an applicant must meet the following eligibility criteria in addition to any legal and regulatory requirements:

(1) be a corporation with a minimum base capital of $250,000 and sufficient professional indemnity insurance to cover its proposed sponsor activities;

(2) have established and operate out of a physical office in Singapore;

(3) have substantial shareholders, directors and key officers who are, in the Exchange's opinion, fit and proper;

(4) be experienced in corporate finance advisory work or compliance advisory work;

(5) have, in the Exchange's opinion, a satisfactory reputation and work record in all places where it has operated;

(6) not be in breach of any relevant rule or law in any place where it operates, including being the subject of any disciplinary proceedings, or any investigation which might lead to disciplinary action by any regulatory authority. The Exchange will take into consideration any previous breaches by the applicant of any relevant rule or law, and past disciplinary action by any regulatory authority. The Exchange will normally not accept an applicant if complaints, warning letters, fines, private or public censures or reprimands, or other disciplinary action by any regulatory authority has occurred in the last 2 years;

(7) have sufficient skills and resources to discharge its obligations as a sponsor, including upon authorisation, employing at least 2 professionals who meet the criteria in Rule 212 for registered professionals, where:

(a) at least 1 has a minimum of 5 years' managerial or supervisory experience in corporate finance advisory work or related advisory work; and

(b) at least 1 has a minimum of 5 years' experience in:—

(i) corporate finance advisory work; or

(ii) accounting, auditing or finance work;

(8) once authorised, be independent of, and have no conflicts of interest with, the entities it sponsors.

Refer to Appendix 2D — Sponsor Independence.

Refer to Practice Note 2A — Eligibility Criteria for Sponsors.

206

The Exchange has absolute discretion concerning the authorisation of an applicant. It may authorise an applicant unconditionally, or subject to conditions, or reject an applicant as it thinks appropriate. The Exchange is not obliged to give reasons. The Exchange reserves the right to vary any condition or impose additional conditions.

207

Without derogating from Rule 206 and regardless of fulfilment of the eligibility criteria, the Exchange will not authorise an applicant if in the Exchange's opinion:

(1) it is contrary to the interests of the public; or

(2) the reputation of the Exchange or the integrity of the market may be adversely affected.

208

A sponsor must continue to meet the criteria for authorisation and any conditions or restrictions imposed by the Exchange, at all times.

209

The Exchange will maintain a register of authorised sponsors.

210

(1) The Exchange may revoke the authorisation of a sponsor if:

(a) the sponsor requests;

(b) the sponsor is unable to, evinces an intention or has failed to comply with the Rules; or

(c) in the Exchange's opinion, it is in the interests of the Exchange or markets established or operated by the Exchange.

(2) The Exchange may decide not to act under Rule 210(1) if it has charged, or intends to charge, a sponsor before the Disciplinary Committee.

(3) If the Exchange acts under Rule 210(1), it may disallow the entity from re-applying as a sponsor for a specified period or indefinitely.

211

A former sponsor is bound by the Rules, including remaining subject to disciplinary proceedings, in respect of acts or omissions which occurred while it was authorised.