Amended on 1 January 20191 January 2019.
701
This Chapter sets out continuing requirements which an issuer on Catalist is required to observe once admitted to the Official List. Additional continuing requirements are set out in the following chapters:
Chapter 8 Changes in Capital
Chapter 9 Interested Person Transactions
Chapter 10 Significant Transactions
Chapter 11 Takeovers
Chapter 12 Circulars and Annual Reports
Amended on 7 February 20207 February 2020.
703
Condition 1: a reasonable person would not expect the information to be disclosed;
Condition 2: the information is confidential; and
Condition 3: one or more of the following applies:
Refer to Appendix 7A — Corporate Disclosure Policy.
Refer to Practice Note 7A — Continuing Disclosure and Practice Note 7B — Queries Regarding Unusual Trading Activity.
704
In addition to Rule 703, an issuer must immediately announce the following:
General
Appointment or Cessation of Service
Appointment of Special Auditors or Additional Auditors
General Meetings
Resolution number and details | Total number of shares represented by votes for and against the relevant resolution | For | Against | ||
Number of shares | As a percentage of total number of votes for and against the resolution (%) | Number of shares | As a percentage of total number of votes for and against the resolution (%) |
Acquisitions and Realisations
Winding Up, Judicial Management, etc
Announcement of Results, Dividends, etc
Record Date
Sponsorship
Use of Proceeds
Treasury Shares and Subsidiary Holdings
Employee Share Option or Share Scheme
Loan Agreements / Issue of Debt Securities
Announcements by mineral, oil and gas companies
Where the announcement involves the reporting of new material reserves and resources that has not been previously disclosed, or a 100% change or more in reserves and resources that have been previously reported on, the summary qualified person's report must be prepared by an independent qualified person.
Restatement of Financial Statements Required by Regulatory Authority
Public Sanctions
Amended on 1 January 20111 January 2011, 1 February 20111 February 2011, 29 September 201129 September 2011, 29 September 201129 September 2011, 19 November 201219 November 2012, 27 September 201327 September 2013, 1 August 20151 August 2015, 31 March 201731 March 2017, 23 August 201823 August 2018, 1 January 20191 January 2019, 7 February 20207 February 2020, 7 February 20207 February 2020 and 12 February 2021.
705
Refer to Appendix 7C — Financial Statements and Dividend Announcements.
If an issuer that is not required to comply with Rule 705(2) announces its quarterly financial statements in a format other than as set out in Appendix 7C, it must comply with Rule 705(3)(b)(ii).
Use of funds/cash by Mineral, oil and gas companies
Refer to Appendix 7D — Financial Statements and Dividend Announcements.
Amended on 1 February 20111 February 2011, 29 September 201129 September 2011, 29 September 201129 September 2011, 27 September 201327 September 2013, 23 August 201823 August 2018, 7 February 20207 February 2020 and 12 February 2021.
706
In addition to the information required under Rule 705, the Exchange may require additional information to be disclosed.
706A
Added on 7 February 20207 February 2020.
707
Amended on 29 September 201129 September 2011 and 7 February 20207 February 2020.
708
The chairman's statement (or equivalent) in the annual report must provide a balanced and readable summary of the issuer's performance and prospects, and should represent the collective view of the board. If the Chairman's statement does not represent the collective view of the board, the view of each dissenting director must be disclosed in the annual report.
709A
The annual financial statements must be: —
Added on 7 February 20207 February 2020 and Amended on 12 February 2021.
710
An issuer must describe in its annual report its corporate governance practices with specific reference to the principles and the provisions of the Code. An issuer must comply with the principles of the Code. Where an issuer's practices vary from any provisions of the Code, it must explicitly state, in its annual report, the provision from which it has varied, explain the reason for variation, and explain how the practices it had adopted are consistent with the intent of the relevant principle.
Amended on 1 January 20191 January 2019.
710A
Added on 1 January 2022.
711
An issuer may issue a summary financial statement in accordance with the Companies Act or any other applicable written law, regulation or code. However, the Exchange may require the issuer to disclose additional information.
Amended on 31 March 201731 March 2017.
711A
An issuer must issue a sustainability report to shareholders and the Exchange for its financial year at the same time as the issuance of its annual report, or where the issuer has conducted external assurance on the sustainability report, no later than 5 months after the end of the financial year.
Added on 20 July 2016 and amended on 1 January 2022 and 1 January 2026.
711B
- The sustainability report must describe the sustainability practices with reference to the following primary components:(a) material environmental, social and governance factors;
(aa) climate-related disclosures;
(b) policies, practices and performance;
(c) targets;
(d) sustainability reporting framework; and
(e) Board statement and associated governance structure for sustainability practices. - [Deleted]
- The issuer’s sustainability reporting process must be subject to internal review. The issuer may additionally commission an independent external assurance on the sustainability report.
- The primary component in Rule 711B(1)(aa) must comply with the requirements on climate-related disclosures set out in Practice Note 7F.
Added on 20 July 2016 and amended on 1 January 2022, 1 January 2025 and 1 January 2026.
712
Amended on 29 September 201129 September 2011, 23 August 201823 August 2018, 7 February 20207 February 2020 and 12 February 2021.
713
715
Amended on 29 September 201129 September 2011.
716
An issuer may appoint different auditing firms for its subsidiaries or significant associated companies (referred to in Rule 715(1)) provided that:
Amended on 29 September 201129 September 2011.
717
An issuer must disclose in the annual report the names of the auditing firm(s) for its significant subsidiaries and associated companies.
Amended on 29 September 201129 September 2011.
719
Internal Controls and Risk Management Systems
Suspected Fraud or Irregularity
Internal Audit
Amended on 29 September 201129 September 2011 and 1 January 20191 January 2019.
720 Directors and Management
Amended on 29 September 201129 September 2011, 29 September 201129 September 2011, 7 October 20157 October 2015, 1 January 20191 January 2019, 7 February 20207 February 2020, 1 August 2021 and 1 January 2022.
721
If an agreement has been entered into in connection with any acquisition or realisation of assets or any transaction outside the ordinary course of business of the issuer or its subsidiaries, and such an agreement has been disclosed publicly, the announcement must include a statement that a copy of the relevant agreement will be made available for inspection during normal business hours at the issuer's registered office for a period of 3 months from the date of the announcement.
723
An issuer must ensure that at least 10% of the total number of issued shares (excluding preference shares, convertible equity securities and treasury shares) in a class that is listed is at all times held by the public.
724
Amended on 29 September 201129 September 2011 and 7 October 20157 October 2015.
725
An issuer must appoint two authorised representatives who must be either directors or a director and the company secretary.
Amended on 29 September 201129 September 2011.
726
The responsibilities of an authorised representative are as follows:
Amended on 29 September 201129 September 2011.
727
If the Exchange is not satisfied that the authorised representative is fulfilling his or her responsibilities adequately, it may require the issuer to terminate the appointment and appoint a replacement. The issuer must immediately notify the Exchange of the new authorised representative's appointment and relevant particulars.
Amended on 29 September 201129 September 2011.
728
Added on 29 September 201129 September 2011 and amended on 31 March 201731 March 2017 and 7 February 20207 February 2020.
Restriction on Transfers of Securities
Added on 29 September 201129 September 2011 and amended on 7 February 20207 February 2020.
729
Where the trading of securities of an issuer is suspended, there must not be any transfers of securities, unless approved by the Exchange.
Added on 29 September 201129 September 2011.
730
If an issuer amends its Articles of Association or other constituent documents, they must be made consistent with all the Rules prevailing at the time of amendment.
Amended on 29 September 201129 September 2011.
730A
Added on 1 January 20141 January 2014 and amended on 1 August 20151 August 2015.
730B
An issuer must announce any change in its financial year end, stating the reasons for the change.
Added on 7 February 20207 February 2020.
731
An issuer must allot securities and despatch certificates within 10 market days of the closing date for applications to subscribe for a new issue of securities. The Exchange may, on the application of the issuer (through its sponsor), grant an extension of time.
Amended on 29 September 201129 September 2011.
732
An issuer must:
"Certificate No. . ...... is held in the Company's office against this transfer No.
.......................... for ........................ on the .............. Register. This transfer must be completed and returned within forty-two days from this date, .......
Name of Company
Official Signature(s)"
Amended on 29 September 201129 September 2011.
733
If in the exercise of its rights under Rule 732(5), an issuer refuses to register a transfer of a security, it must give to the lodging party written notice of the refusal and the precise reasons therefore within 10 market days after the date on which the transfer was lodged with the issuer.
Amended on 29 September 201129 September 2011.
734
An issuer must not charge more than $2.00 for each certificate issued.
Amended on 29 September 201129 September 2011.
735
The number of securities represented by any certificate must be clearly shown in words and figures on the face of the certificate or in such other manner as may be approved by the Exchange.
Amended on 29 September 201129 September 2011.
736
Any certificates should be designed so that forgery and/or alterations are readily detectable. The printing of securities certificates must be entrusted to recognised security printers. The paper for securities must be first class bond or banknote paper containing a watermark of the printer or issuer. If more than one class of securities are listed on the Exchange, the colour of the certificates for each class of securities must be distinctly different. Where an issuer's Articles of Association restrict the percentage of shares held in foreign hands and the shares of the issuer are accordingly designated as foreign shares or local shares, such foreign shares and local shares are considered to be two separate classes of shares for the purpose of this rule.
Amended on 29 September 201129 September 2011.
737 Proxy Forms
Proxy forms must be designed in a manner that will allow a shareholder appointing a proxy to indicate how the shareholder would like the proxy to vote (whether to vote in favour of or against, or to abstain from voting) in relation to each resolution.
Amended on 29 September 201129 September 2011 and 7 February 20207 February 2020.
738
An issuer must give the Exchange, or any member company upon request, an extract of the stock or share register. This must show details on or between the named date or dates of all entries relating to the registration or transfer of stock and shares, including particulars of the relevant certificate numbers and the names into which or from which any particular stock or shares may have been transferred. Where the issuer's securities are traded on the scripless system, the issuer authorises CDP to provide the Exchange, at the Exchange's request, with an extract of the issuer's securities held in each securities account maintained by CDP, in such detail as may be required by the Exchange.
Amended on 29 September 201129 September 2011.
739
An issuer must permit its securities to be transferred to CDP or from a main register to a branch register (and vice versa) without restriction.
Amended on 29 September 201129 September 2011.
740
A document given to the Exchange by an entity or its sponsor, or on its or its sponsor's behalf, becomes and remains the property of the Exchange to deal with as it wishes, including copying, storing in a retrieval system, transmitting and selling to the public, and publishing any part of the document and permitting others to do so. The documents referred to in this rule include a document given to the Exchange in support of a listing application or in compliance with the listing rules.
Amended on 29 September 201129 September 2011.
741
Documents for overseas shareholders shall be forwarded by air or by facsimile transmission or, in another way that ensures that the documents will be received quickly.
Amended on 29 September 201129 September 2011.
742
Where an issue of securities is to be made overseas and is supported by an Offer Document, a prospectus or other public documents, the Offer Document, prospectus or other public documents must be submitted to the Exchange in English. Such documents must be endorsed "Specimen — For information only".
Amended on 29 September 201129 September 2011.
743
An issuer (through its sponsor) must supply the Exchange with such number of final printed copies as the Exchange may require from time to time (and one soft copy in such format as the Exchange may require) of the following documents for public release:
Amended on 29 September 201129 September 2011, 29 September 201129 September 2011 and 7 February 20207 February 2020.
744
Rule 743 does not apply to an announcement released to the Exchange via SGXNET.
Amended on 29 September 201129 September 2011.
745
An issuer must ensure that its directors accept responsibility, collectively and individually, for the issuer's compliance with the Rules.
Amended on 29 September 201129 September 2011.
746
Amended on 29 September 201129 September 2011 and 7 October 20157 October 2015.
747
Amended on 29 September 201129 September 2011.
748
An issuer must ensure:
Refer to Appendix 7E — Minimum Terms of Sponsorship.
Amended on 29 September 201129 September 2011.
749
If asked, an issuer must allow its sponsor, in the performance of its obligations as a sponsor to:
Amended on 29 September 201129 September 2011.
750
An issuer must:
Amended on 29 September 201129 September 2011.
751
Amended on 29 September 201129 September 2011.
752
An issuer must keep records of its consultations with its sponsor for at least 6 years. The records must be sufficient to establish an audit trail of key discussions, advice and decisions involving it and its sponsor and the basis for the advice and decisions.
Amended on 29 September 201129 September 2011.
753
This document has been reviewed by the Company's Sponsor, [full name of Sponsor]. It has not been examined or approved by the Exchange and the Exchange assumes no responsibility for the contents of this document, including the correctness of any of the statements or opinions made or reports contained in this document.
The contact person for the Sponsor is [full name], [contact details].
Amended on 29 September 201129 September 2011.