Past version: Effective from 01 Feb 2011 to 28 Sep 2011
- Up to 31 Jan 2011
- 01 Feb 2011 to 28 Sep 2011
- 29 Sep 2011 to 26 Sep 2013
- 27 Sep 2013 to 18 Jan 2015
- 19 Jan 2015 to 19 Jul 2016
- 20 Jul 2016 to 30 Mar 2017
- 31 Mar 2017 to 22 Aug 2018
- 23 Aug 2018 to 31 Dec 2018
- 01 Jan 2019 to 06 Feb 2020
- 07 Feb 2020 to 11 Feb 2021
- 12 Feb 2021 to 31 Dec 2021
- 01 Jan 2022 to 10 Jan 2023
- 11 Jan 2023 onwards
The annual report must contain enough information for a proper understanding of the performance and financial conditions of the issuer and its principal subsidiaries, including at least the following:
General Information
(1) The name of the company's secretary.
(2) The address, telephone number, facsimile number and electronic mail address (if any) of the registered office.
(3) The address of each office at which a register of securities is kept.
(4)
(a) A review, in as much detail as appropriate, of the operating and financial performance of the issuer and its principal subsidiaries in the last financial year.
(b) The review must include each of the following:
(i) Any development subsequent to the release of the issuer's preliminary financial statement, which would materially affect the issuer's operating and financial performance.
(ii) An analysis of the business outlook.
(iii) Prospectus-type information relating to the background of directors and key management staff.
(iv) Prospectus-type information relating to risk management policies and processes.
(c) Issuers are encouraged (but not required) to follow the OFR Guide when preparing their reviews.
(5)
(a) The annual audited accounts (consolidated).
(b) The audited balance sheet (unconsolidated) of the issuer.
(c) The cashflow statement (consolidated).
(d) A statement whether or not the financial statements are prepared in accordance with the prescribed accounting standards.
(e) Disclosure of the nature and financial effect of, and justification for any deviation from prescribed accounting standards, together with the auditors' confirmation of their agreement to the deviation and a statement by the auditors that the deviation is necessary to present "true and fair" financial statements.
(f) A status report on the use of proceeds raised from the initial public offer and additional issue of securities. Where the use of proceeds materially deviates from the proposed use previously disclosed, the issuer must state the reasons for the deviation.
(6)
(a) The amount of non-audit fees paid to auditors. If none, make an appropriate negative statement.
(b) Confirmation by the audit committee that it has undertaken a review of all non-audit services provided by the auditors and they would not, in the audit committee's opinion, affect the independence of the auditors.
(7) A statement (as at the 21st day after the end of the financial year) showing the direct and deemed interests of each director of the issuer in the issuer's shares and convertible securities.
(8) Particulars of material contracts of the issuer and its subsidiaries involving the interests of the chief executive officer, each director or controlling shareholder, either still subsisting at the end of the financial year or if not then subsisting, entered into since the end of the previous financial year. In the case of a loan, also state:
(a) the names of the lender and the borrower;
(b) the relationship between the lender and the borrower and whether the director or controlling shareholder is the lender or borrower;
(c) the amount of the loan;
(d) the interest rate;
(e) the terms as to payment of interest and repayment of principal; and
(f) the security provided.
If no material contract has been entered into, make an appropriate negative statement.
(9) A statement (made up to a date not more than 1 month before the date of the notice of the annual general meeting or summary financial statement, whichever is earlier) indicating the date of such statement and setting out:
(a) the number of holders of each class of equity securities and the voting rights attaching to each class;
(b) a distribution schedule of each class of equity securities (including convertible securities) other than share options referred to in Rule 1204(15), setting out the number of holders in the following categories:
| 1 | - | 999 |
| 1,000 | - | 10,000 |
| 10,001 | - | 1,000,000 |
| 1,000,001 | and | Above |
(c) the names of the substantial shareholders and a breakdown of their direct and deemed interests as shown in the company's Register of Substantial Shareholders. For deemed interests, the issuer must disclose how such interests are held or derived;
(d) for each class of equity securities, the names of the 20 largest holders and the number held;
(e) the percentage of shareholding held in the hands of public and confirmation that Rule 723 is complied with; and
(f) the number of treasury shares held and the percentage of such holding against the total number of issued shares excluding treasury shares.
Land and Buildings
(10) In respect of land and buildings, a breakdown of the value in terms of freehold and leasehold. Where properties have been revalued, to state the portion of the aggregate value of land and buildings that is based on valuation, and to state the valuation date. Where the aggregate value for all properties for development, sale or for investment purposes held by the group represent more than 15% of the value of the consolidated net tangible assets, or contribute more than 15% of the consolidated pre-tax operating profit, the issuer must disclose the following information as a note to the financial statements:
(a) In the case of property held for development and/or sale:
(i) a brief description and the location of the property;
(ii) if in the course of construction, the stage of completion as at the date of the annual report and the expected completion date;
(iii) the existing use (e.g. shops, offices, factories, residential, etc);
(iv) the site and gross floor area of the property; and
(v) the percentage interest in the property.
(b) In the case of property held for investment:
(i) a brief description and the location of the property;
(ii) the existing use (e.g. shops, offices, factories, residential, etc); and
(iii) whether the property is leasehold or freehold. If leasehold, state the unexpired term of the lease.
Provided that if, in the opinion of the directors of the issuer, the number of such properties is such that compliance with this rule would result in particulars of excessive length being given, compliance is required only for properties, which in the opinion of the directors, are material.
Directors' Remuneration
(11) Unless the issuer makes disclosure as recommended in the Code, it must disclose the number of its directors whose remuneration falls within the following bands:
| 20X1 | 20X0 | |
| $500,000 and above | N | N |
| $250,000 to below S$500,000 | N | N |
| Below $250,000 | N | N |
| Total | N | N |
(12) The remuneration of the directors must include all forms of remuneration from the issuer and any of its subsidiaries. In deciding whether an item or benefit is to be included in the remuneration of a director, regard shall be given to the taxability of that item.
(13) The value of an item or benefit must be disclosed as the original cost or value of the amount or benefit, and not the taxable value to the recipient.
(14) If a person served in the capacity of a director for any part of a financial period, disclosure is required of the person's actual remuneration for the period that the person had served as a director.
Employee Share Option Scheme
(15) The information required by Rule 851 in respect of any employee share option (or share incentive) scheme.
Interested Person Transactions
(16) The information required by Rule 907 in respect of any interested person transactions entered into during the financial year.
(17) The information required by Rule 710.
Dealings in Securities
(18) A statement whether and how the issuer has complied with the following best practices on dealings in securities:
(a) A listed issuer should devise and adopt its own internal compliance code to provide guidance to its officers with regard to dealing by the listed issuer and its officer in its securities;
(b) An officer should not deal in his company's securities on short-term considerations; and
(c) A listed issuer and its officers should not deal in the listed issuer's securities during the period commencing two weeks before the announcement of the company's financial statements for each of the first three quarters of its financial year, or one month before half year or financial year, as the case may be, and ending on the date of announcement of the relevant results.
Sponsorship
(19) Include on the front cover the statement required by Rule 752(2).
(20) The amount of non-sponsor fees paid to the sponsor. If none, make an appropriate negative statement.
Mineral, Oil and Gas Activities
(21) In the case of mineral, oil and gas companies:
(a) a qualified person's report, dated no earlier than the end of the issuer's financial year, in accordance with the requirements as set out in Practice Note 4C;
(b) details of exploration (including geophysical surveys), mining development and/or production activities undertaken by the issuer and a summary of the expenditure incurred on those activities for the year. If there has been no exploration, development and/or production activity respectively, that fact must be stated; and
(c) a summary of reserves and resources as set out in Appendix 7F.
Amended on 1 February 20111 February 2011.