401
This Chapter sets out the requirements and procedures for a listing applicant seeking admission to the Official List of Catalist, and a listing of its equity securities. It also sets out the requirements and procedures for an issuer seeking to transfer between Catalist and SGX Main Board. These requirements apply to all issuers on Catalist, including companies incorporated in Singapore or elsewhere. The Exchange may vary the requirements in a particular case.
402
403
Additional guidelines for the listing of property development companies are set out in Part VII of this Chapter.
404
A listing applicant should not have, as part of its name, words that tend to confuse or are misleading.
406
A listing applicant seeking admission to Catalist need not meet any minimum operating track record, profit or share capital requirement but is expected to meet the following conditions:
The listing applicant's sponsor must provide the confirmation required in Appendix 4B that the listing applicant is suitable for listing and complies with the Rules.
Refer to Appendix 4B — Initial Public Offering Listing Confirmation.
At the time of initial public offering there must be no sale of shares by a promoter if either of the following applies:
A subsidiary or parent company of an existing listed issuer will not normally be suitable for listing if the assets and operations of the listing applicant are substantially the same as those of the existing issuer. The sponsor must consider the listing applicant's business or commercial reasons for listing.
A listing applicant's Articles of Association or constituent documents must meet the requirements in Appendix 4C.
Refer to Appendix 4C — Articles of Association.
A listing applicant's accounts must not be qualified in a material way.
A listing applicant must lodge an offer document under section 240(1)(a)(ii) of the SFA with the Exchange acting as an agent of the Authority. The offer document must be registered under section 240(1)(a)(iii) of the SFA by the Exchange acting as an agent of the Authority.
Refer to Practice Note 4B — General Requirements for Lodgement or Submission of Documents.
The listing applicant's undertaking not to make an exempt offer, made under Regulation 10 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005, must be submitted by the sponsor to the Exchange acting as an agent of the Authority.
Refer to Practice Note 4B — General Requirements for Lodgement or Submission of Documents.
The written consents provided by experts, issue managers and underwriters under sections 249 and 249A of the SFA must be lodged with the Exchange.
Refer to Practice Note 4B — General Requirements for Lodgement or Submission of Documents.
Amended on 31 January 200831 January 2008, 29 September 201129 September 2011, 29 September 201129 September 2011, 19 January 201519 January 2015, 1 January 20191 January 2019, 1 January 20221 January 2022 and 11 January 2023.
406A
Added on 12 February 2021.
407
An offer document must meet the following requirements:
"This is a preliminary offer document and is subject to further amendments and completion in the offer document to be registered by the Singapore Exchange Securities Trading Limited ("the Exchange") acting as agent on behalf of the Monetary Authority of Singapore ("the Authority"). A person to whom a copy of this preliminary document has been issued shall not circulate it to any other person. A copy of this document has been lodged by the sponsor with the Exchange acting as agent on behalf of the Authority."
"The lodgement of this preliminary offer document with the Exchange does not imply that the SFA, or any other legal or regulatory requirements, or requirements under the Exchange's listing rules, have been complied with."
Refer to Practice Note 4B — General Requirements for Lodgement or Submission of Documents.
Amended on 31 January 200831 January 2008, 29 September 201129 September 2011, 1 January 20191 January 2019 and 7 February 20207 February 2020.
408
A Catalist issuer may apply to the Exchange in writing for transfer to SGX Main Board. The Exchange may allow the transfer if the issuer meets the following requirements:
Amended on 10 August 201210 August 2012 and 7 February 20207 February 2020.
410
An SGX Main Board issuer may apply to the Exchange in writing for transfer to Catalist. The Exchange may allow the transfer if the issuer meets the following requirements:
Refer to Appendix 4D — Transfer Confirmation by Sponsor.
Refer to Appendix 4E — Applicant's Listing Agreement.
Amended on 31 January 200831 January 2008.
412
Amended on 29 September 201129 September 2011.
413
All securities will be quoted in Singapore dollars, unless the Exchange agrees to a quotation in a foreign currency, or unless the Authority's policy on the internationalisation of the Singapore dollar requires otherwise. Sponsors are encouraged to consult the Exchange if the listing applicant prefers quotation in a foreign currency.
414
Arrangements satisfactory to the sponsor and the Exchange must be made to enable shareholders in Singapore to register their shareholdings promptly.
415
Amended on 26 March 201826 March 2018, 7 February 20207 February 2020 and 12 February 2021.
416
In addition to the requirements for listing on Catalist, a property development company applying for admission to the Official List must also meet the following requirements:
Properties that have remaining leases of less than 30 years must not, in aggregate, account for more than 50% of the group's operating profits for the past three years.
A listing applicant must appoint a property valuer to conduct a valuation of all its principal freehold and leasehold properties. The Exchange or the sponsor may require a listing applicant to appoint a second property valuer to conduct a valuation on the properties.
Amended on 12 February 2021.
417
A listing applicant should resolve or mitigate conflict situations prior to listing. The Exchange may accept a proposal (submitted through the sponsor) to resolve or mitigate conflicts of interest within a reasonable period after listing. Conflicts of interest include situations in which interested persons (as defined in Rule 904(4)):
Amended on 7 February 20207 February 2020.
418
In reviewing compliance with the Exchange's policy on conflicts of interest, the sponsor should take into account:
419 Purpose of a Moratorium
The purpose of a moratorium is to maintain the promoters' commitment to the issuer and align their interests with that of public shareholders. In the case of investors other than promoters, the purpose of the moratorium is to promote the interests of a fair and orderly market.
420
The promoters must give contractual undertakings to the sponsor to observe a moratorium on the transfer or disposal of all their interests in the securities of the issuer.
421
Where a promoter has an indirect shareholding in the listing applicant, the promoter must also provide an undertaking to maintain the promoter's effective interest in the securities under moratorium during the moratorium period. However where an indirect shareholding is held through a company which is listed, the promoter's holding in that listed company is excluded from the moratorium.
422
The period of moratorium must not be shorter than the following:

Where
M | = | the number of shares subject to moratorium; |
VCP | = | the total cash paid for the shares acquired by the investor within the 12 months preceding the date of the listing; |
VIPO | = | the value of the investor's total shareholdings acquired within 12 months preceding the date of the listing based on the issue price at the initial public offering; and |
P | = | the total number of shares paid for by the investor in the 12 months preceding the date of the listing. |
Amended on 29 September 201129 September 2011 and 7 February 20207 February 2020.
423
A listing applicant may be admitted to Catalist by distributing its securities either by way of a public offer, or placement, or book-building, or by a combination of these methods, subject to compliance with the Rules and such other conditions as the Exchange or the sponsor may consider appropriate.
424
The sponsor, underwriter, lead broker, distributor, or any of their connected clients (as defined in Rule 428) or their discretionary managed portfolios (whether proprietary or not) must not be allocated or allotted more than 25% of the securities made available for placement by each of them respectively. Any allocation or allotment to such parties must be disclosed in the form specified in Rule 428. This Rule does not apply to securities taken up pursuant to an underwriting or sub-underwriting agreement.
425
Where an invitation involves a public tranche for subscription or purchase, the following Rules apply to allocation and allotment of securities in this tranche:
426
The listing applicant may reserve up to 25% of the offered securities for allocation and allotment to its employees, directors, customers, suppliers and persons who have contributed to the success of the listing applicant.
427
An issue of securities in connection with a listing on the Exchange can be made with or without it being underwritten. A listing applicant which proposes to make an issue without underwriting should consult the Exchange as early as possible through its sponsor.
428
429
The issue price of the equity securities (other than convertible equity securities) offered for subscription or sale, for which a listing is sought, must be at least S$0.20 each.
430
A listing applicant offering equity securities for subscription or sale must keep the offer open for at least 2 market days (excluding the date of commencement of offer).
431
A sponsor may consult the Exchange to resolve specific issues prior to the submission of a listing confirmation. Unless the Exchange prescribes otherwise, the listing applicant must comply with the requirements set out in Appendix 4F which sets out the following:
The sponsor must give the Exchange any additional information or documents which the Exchange requires, either in the particular case or generally.
Amended on 31 January 200831 January 2008.
432
In normal circumstances the Exchange will rely on the listing confirmation in Appendix 4B. However, the Exchange may refuse or delay an admission at any point prior to listing, notwithstanding that it receives a listing confirmation and notwithstanding that the offer document has been registered by the Exchange, if:
Amended on 31 January 200831 January 2008.
433
The sponsor must ensure that it has considered all information that is material to its decision on the application. The Exchange may require the sponsor to undertake additional due diligence.
434
Notice of a refusal of, or delay to, an admission will be given to the sponsor and copied to the listing applicant.
435
A listing applicant will be admitted according to the terms issued together with the registration notice issued by the Exchange.
Amended on 31 January 200831 January 2008.
438
In addition to the requirements for listing on Catalist, a mineral, oil and gas company applying for admission to the Official List must also meet the requirements set out in this Part of the Listing Manual.
Added on 1 February 20111 February 2011
439
The Exchange will normally not admit a listing applicant, whose activities consist solely of exploration for minerals, oil or gas, to Catalist unless the listing applicant is able to establish the existence of resources in a defined area, which is substantiated by the qualified person's report prepared by an independent qualified person. In complying with this Rule, the resource must be at least, in relation to minerals, categorised as an Inferred Resource and, in relation to oil and gas, as a Contingent Resource.
Added on 1 February 20111 February 2011 and amended on 23 August 201823 August 2018.
440 Additional Offer Document Requirements
Added on 1 February 20111 February 2011 and amended on 23 August 201823 August 2018.
441 Qualified Person's Report
Added on 1 February 20111 February 2011 and amended on 23 August 201823 August 2018.
443 Period of Moratorium
Rule 422 will not apply to a promoter of a mineral, oil and gas company. Instead, the period of moratorium will apply to the promoter's entire shareholdings at listing for at least 12 months after listing, and no less than 50% of the original shareholding (adjusted for any bonus issue, subdivision or consolidation) for the next 6 months.
Added on 1 February 20111 February 2011 and amended on 7 February 20207 February 2020.
444 Working Capital
Rules 407(2) and 407(3) will not apply to mineral, oil and gas companies. A listing applicant must meet the following requirements instead:
Added on 1 February 20111 February 2011 and amended on 27 September 201327 September 2013.