201
This Chapter sets out the requirements and procedures for an issuer seeking admission to the Official List of the Exchange and a listing of its equity securities. These requirements are generally applicable to all issuers, including companies incorporated in Singapore or elsewhere. The Exchange may vary the requirements in a particular case.
202
An issuer may apply for admission to the Official List of the SGX Mainboard. The listing may be a primary or a secondary listing. The Exchange has absolute discretion concerning the admission of an issuer to the Exchange's Official List (and its removal) and quotation of its equity securities (and their suspension). The Exchange may approve applications for listing unconditionally or subject to condition(s), or may reject applications for listing, as it thinks appropriate. The Exchange also reserves the right to vary any such condition(s) or impose additional conditions.
Amended on 7 February 20207 February 2020.
203
An issuer seeking listing for its equity securities must be a going concern or be the successor of a going concern. In reviewing a listing application, the Exchange will consider a number of factors, including the specific numerical standards and qualitative factors set out in this Manual. While the size of an issuer is important, greater emphasis is placed on factors such as the integrity of the management and controlling shareholders, an issuer's market position and relative stability, and the disclosure provided in the prospectus, offering memorandum or introductory document.
204
Additional guidelines for the listing of property investment and property development companies are set out in Part VI of this Chapter. Requirements for the listing of global depository receipts are also set out in Part XI of this Chapter.
Amended on 29 September 201129 September 2011.
205
Issuers, other than investment companies, whose assets consist wholly or substantially of cash or short-dated securities will not normally be admitted to the Official List.
206
Partly-paid shares may be admitted to listing provided at least one month's notice in advance of the amount and time of payment of each call is given to shareholders. The Exchange may impose restrictions on the dealings in such shares until they are fully paid.
208
The Exchange may prescribe additional or other requirements for the listing of specific types of issuers not specifically addressed by this Chapter.
209
While an issuer remains on the Official List of SGX Mainboard, it must comply with the listing rules. If the issuer has a secondary listing on SGX Mainboard, it must comply with Rule 217.
Amended on 7 February 20207 February 2020.
210
An issuer applying for listing of its equity securities on the SGX Mainboard must meet the following conditions:—
PUBLIC FLOAT | DISTRIBUTION | ||||
Market Capitalisation (S$ million) ("M") | Proportion of post-invitation share capital in public hands | Number of shareholders | Total Offer Size (S$ million) ("O") | Distribution | |
S G X - M A I N B O A R D | M < 300 | 25% | 500 | O< 75 | At least 40% of the invitation shares or $15 million whichever is lower, must be distributed to investors each allotted not more than 0.8% of the invitation shares or $300,000 worth of shares whichever is lower. |
300 ≤ M < 400 | 20% | 500 | 75 ≤ O < 120 | At least 20% of the invitation shares must be distributed to investors, each allotted not more than 0.4% of the invitation shares. | |
400 ≤ M < 1000 | 15% | 500 | O ≥ 120 | No requirement applicable. | |
M ≥ 1000 | 12% | 500 | Notes: 1) The shareholdings of an applicant and his associates must be aggregated and treated as one single holder. 2) Preferential allotments made pursuant to Rule 234 must be excluded. |
An issuer must also satisfy one of the following requirements:—
With respect to the profit tests in Rule 210(2)(a) and (b), the following shall apply:—
A subsidiary or parent company of an existing listed issuer will not normally be considered suitable for listing if the assets and operations of the applicant are substantially the same as those of the existing issuer. In arriving at a decision, the Exchange will consider the applicant's business or commercial reasons for listing.
An issuer must ensure that its Articles of Association or constituent documents meet the requirements in Appendix 2.2.
A life science company that cannot meet the requirements in Rule 210(2), (3) and/or (4)(a) may list its equity securities on the SGX Mainboard if it fulfills the following conditions:
Market Capitalisation (S$ million) (“M”) | Proportion of subscription |
150 ≤ M < 300 | 3.5% |
300 ≤ M < 500 | 3.0% |
M ≥ 500 | 2.5% |
For the purpose of voting on the extension of time, the founding shareholders, the management team, and their associates, are not permitted to vote with shares acquired at nominal or no consideration prior to or at the IPO of the issuer. The Exchange retains the discretion to reject an application for extension of time if the Exchange is of the opinion that there is no compelling justification for the time extension and/or it is in the interests of the public to do so.
Where the SPAC consummates multiple concurrent acquisitions or mergers as part of the business combination, there must be at least one initial acquisition which satisfies the requirement of having a fair market value constituting at least 80% of the amount in the escrow account at the time of entry into the binding agreements for the business combination transactions. Such concurrent transactions must be in separate resolutions and conditional upon the initial acquisition, and completed simultaneously on or around the same day within the permitted time frame.
The Exchange retains the discretion to require the issuer to appoint a competent and independent valuer to value the business(es) or asset(s) to be acquired under the business combination.
For the purpose of voting on the business combination, the founding shareholders, the management team, and their associates, are not permitted to vote with shares acquired at nominal or no consideration prior to or at the IPO of the issuer.
An issuer may establish a limit as to the maximum number of shares with respect to which an independent shareholder, together with any associates or persons acting jointly or in concert, may exercise a redemption right, provided that such limit (A) may not be set at lower than 10% of the shares issued at IPO; and (B) is disclosed in the IPO prospectus and shareholders’ circular in relation to the business combination. Any redemption limit established by the issuer must apply equally to all independent shareholders entitled to a redemption right.
The Exchange retains discretion to determine a circumstance an event of material change under this rule.
Amended on 29 September 201129 September 2011, 10 August 201210 August 2012, 27 September 201327 September 2013, 19 January 201519 January 2015, 26 June 201826 June 2018, 23 August 201823 August 2018, 1 January 20191 January 2019, 7 February 20207 February 2020, 3 September 2021, 1 January 2022 and 11 January 2023.
211A
Added on 12 February 2021.
212
A Catalist issuer may apply to the Exchange in writing for transfer to SGX Mainboard. The Exchange may allow the transfer if an issuer meets the following requirements:—
Amended on 10 August 201210 August 2012.
213
For the purpose of the transfer, an issuer may be required to increase the proportion of its issued and paid-up capital held in public hands to meet the minimum shareholding spread requirements applicable to SGX Mainboard issuers.
214
If an issuer has a sufficient spread of shareholders and no marketing of securities is necessary, the transfer to the SGX Mainboard may be effected after the issuer has made a public announcement of the transfer and a copy of the announcement has been sent to shareholders.
215
Foreign issuers may list on the SGX Mainboard. The listing may be a primary listing or a secondary listing.
Amended on 7 February 20207 February 2020.
216
Amended on 29 September 201129 September 2011.
217
A foreign issuer applying for a secondary listing must already be listed or will be concurrently listed on a foreign stock exchange (referred to as the "home exchange") and must be, or will be, subject to the listing (or other) rules of the home exchange where it has a primary listing. The application need not comply with Part VIII of this Chapter with regard to the moratorium on promoters' shareholdings. A foreign issuer with a secondary listing on the Exchange need not comply with the Exchange's listing rules, provided that it undertakes to:—
218
All securities will be quoted in Singapore dollars, unless the Exchange agrees to a quotation in a foreign currency, or unless the Monetary Authority of Singapore's policy on the internationalisation of the Singapore dollar requires otherwise. Listing applicants are encouraged to consult the Exchange if they prefer a quotation in a foreign currency.
219
Arrangements satisfactory to the Exchange must be made to enable shareholders in Singapore to register their shareholdings promptly.
220
Amended on 26 March 201826 March 2018, 7 February 20207 February 2020 and 12 February 2021.
222 Property Investment/Development Companies
In addition to the requirements for listing on the SGX Mainboard, a property investment/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. If the property is located in a jurisdiction outside Singapore, the Exchange may require or accept a different remaining length of lease as a basis for this rule.
An issuer must appoint a property valuer to conduct a valuation of all its principal freehold and leasehold properties. The Exchange may require an issuer to appoint a second property valuer to conduct a valuation on the properties.
Amended on 7 February 20207 February 2020 and 12 February 2021.
223
An issuer should resolve or mitigate conflict situations prior to listing. The Exchange may accept a proposal to resolve or mitigate conflicts of interest within a reasonable period after listing. Conflicts of interest include situations in which interested persons:—
Amended on 7 February 20207 February 2020.
224
In reviewing compliance with the Exchange's policy on conflicts of interest, the Exchange takes into account:—
Amended on 29 September 201129 September 2011.
225 Purpose of a Moratorium
The purpose of a moratorium is to maintain the promoters' commitment and the commitment of holders of multiple voting shares to the issuer and align their interests with that of public shareholders.
Amended on 26 June 201826 June 2018.
226
For the purpose of this Chapter, "promoters" of an issuer are: —
Amended on 31 March 201731 March 2017.
227
The promoters must give contractual undertakings to the issue manager to observe a moratorium on the transfer or disposal of all their interests in the securities of the issuer.
228
Where a promoter has an indirect shareholding in the 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.
229
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 application;
VIPO = the value of the investor's total shareholdings acquired within 12 months preceding the date of the listing application based on the issue price at the initial public offering, or if there is no initial public offering, the price agreed by the Exchange; and
P = the total number of shares paid for by the investor in the 12 months preceding the date of the listing application.
Where the investors have shares remaining unsold at the time of the initial public offering, the proportion of such remaining shares to be subject to a moratorium for 6 months after listing shall be computed based on the following cash formula:—

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 application;
VIPO = the value of the investor's total shareholdings acquired within 12 months preceding the date of the listing application based on the issue price at the initial public offering, or if there is no initial public offering, the price agreed by the Exchange; and
P = the total number of shares paid for by the investor in the 12 months preceding the date of the listing application.
Amended on 27 September 201327 September 2013, 31 March 201731 March 2017, and 7 February 20207 February 2020.
229A
The holders of multiple voting shares must give contractual undertakings to the issue manager to observe a moratorium on the transfer or disposal of their entire shareholdings in the issuer in respect of their interests in both multiple voting shares and ordinary voting shares at the time of listing for at least 12 months after listing.
Added on 26 June 201826 June 2018.
230
An offering of securities for subscription or sale must include a public subscription tranche. In addition to the public subscription tranche, an issuer may also distribute its securities either by way of a placement, or book-building, or by a combination of these methods, subject to compliance with the listing rules and such other conditions as the Exchange may consider appropriate.
Amended on 2 May 20172 May 2017.
231
The issuer must issue a prospectus or offering memorandum, in connection with an offering of securities for subscription or sale. The prospectus or offering memorandum must comply with Chapter 6.
232
The issue manager, underwriter, lead broker, distributor, or any of their connected clients (as defined in Rule 240) 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 240. This rule does not apply to securities taken up pursuant to an underwriting or sub-underwriting agreement.
Amended on 2 May 20172 May 2017.
233
Where an invitation involves a public subscription tranche, the following rules apply to allocation and allotment of securities in this tranche:—
Amended on 2 May 20172 May 2017.
233A
Added on 2 May 20172 May 2017.
234
The issuer may reserve up to 10% of the offered securities for allocation and allotment to its employees, directors, customers, suppliers and persons who have contributed to the success of the issuer.
Amended on 29 September 201129 September 2011.
235
An issuer may apply for listing of its securities by way of introduction without any offer being made of its securities for subscription or sale, if it complies with the relevant shareholding spread requirements.
236
An introduction will normally be appropriate in the following circumstances:—
237
An introduction may not be permitted if an issuer has carried out any fund raising activities in Singapore within six months before its listing application. An issuer is also not permitted to carry out any fund raising activities in Singapore within three months after its listing.
238
The applicant must issue an introductory document in connection with an introduction. The introductory document must comply with the Exchange's requirements set out in Chapter 6. The Exchange may modify or waive any particular requirement if it considers it appropriate.
239
An issue of securities in connection with a listing on the Exchange can be made with or without it being underwritten. An issuer which proposes to make an issue without underwriting should consult the Exchange as early as possible.
240
241
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$0.50 each.
Amended on 10 August 201210 August 2012.
242
An issuer 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). The Exchange may allow a shorter period for a secondary listing involving an offer of shares.
243
An applicant may consult the Exchange to resolve specific issues prior to the submission of an application. Unless the Exchange prescribes otherwise, the following sets out the usual main steps in the listing process:—
244
The Exchange will decide whether to issue an eligibility-to-list letter as soon as practicable after receipt of a complete application. If the applicant makes material amendments to the prospectus, the time may start to run from the date the material amendment is notified to the Exchange. On a case-by-case basis, the Exchange may agree to vary the procedures or time indicated if an issue involves a concurrent dual listing or international offering. Any proposed variation in procedures and timetable must be agreed with the Exchange before the submission of the application.
245
The listing application is intended to serve the purpose of placing before the Exchange the information essential in determining the suitability of the applicant for admission to the Official List of, and its securities for public trading on, the Exchange. The applicant, its issue manager and all professionals who are involved in the preparation of the listing application must therefore ensure that all information that is material to the Exchange's decision on the application is made available promptly to the Exchange. Rule 740 applies to information supplied as part of an application.
246
The application must include:—
If so, to advise on the details of such application including the date of application, the relevant stock exchange, the status and outcome of the application, issues raised by the relevant stock exchange and conditions imposed.
If no prior listing has been sought, a confirmation from the directors of the applicant that they are not aware of any reasons why the applicant cannot be listed on any exchange.
Amended on 29 September 201129 September 2011, 25 September 201525 September 2015, 10 January 202010 January 2020, 7 February 20207 February 2020, 12 February 2021 and 3 September 2021.
247
The Exchange may require an applicant to provide additional information and documents which it requires for a proper consideration of the application. The Exchange may, in its absolute discretion, waive or modify compliance with any of these requirements.
Documents to be Submitted After Approval In-Principle and Before the Prospectus, Offering Memorandum or Introductory Document is Issued
248
As soon as practicable after the company receives approval in-principle for listing from the Exchange but in any event not later than the date of issue of the prospectus, offering memorandum or introductory document, the following must be submitted:—
Amended on 3 September 2021.
Documents to be Submitted On or Before the Closing Date of the Offering, or Where Appropriate, as Soon as Practicable After Issue of the Prospectus, Offering Memorandum or Introductory Document
Amended on 7 February 20207 February 2020.
249
As soon as practicable on or before the closing date of the offering, or after the issue of the prospectus, offering memorandum or introductory document, the following documents must be submitted:—
Amended on 7 February 20207 February 2020.
250
As soon as practicable before trading commences, or after the close of the offering, the following documents must be submitted: —
(i) Where the total offer size is less than $75 million based on the issue price, at least 40% of the invitation shares or $15 million whichever is lower, must be distributed to investors, each allocated and allotted not more than 0.8% of the invitation shares or $300,000 worth of shares whichever is lower:— | |||
Holding Size | No of Holders | Total Holdings | Total Holdings as a % of Total Invitation |
Regulated Portion Not more than 0.8% of total invitation shares or $300,000 worth of shares (whichever is lower) | |||
Unregulated Portion Not more than 0.8% of total invitation shares or $300,000 worth of shares (whichever is lower) More than 0.8 % of total invitation shares or $300,000 worth of shares (whichever is lower) | |||
Total: | | | |
Note:
(ii) Where the total offer size based on the issue price is $75 million or more but less than $120 million, at least 20% of the invitation shares must be distributed to investors, each allocated and allotted not more than 0.4% of the invitation shares:— | |||
Holding Size | No of Holders | Total Holdings | Total Holdings as a % of Total Invitation |
Regulated portion Not more than 0.4% of total invitation shares | |||
Unregulated Portion Not more than 0.4% of total invitation shares More than 0.4% of total invitation shares | |||
Total: | | | |
Note:
Amended on 7 October 20157 October 2015 and 3 September 2021.
251
Part XI sets out the requirements for the listing of global depository receipts representing equity securities of a corporation issued by a third party ("depository").
For the purposes of this Part, the following definition applies:—
Amended on 29 September 201129 September 2011.
252
253
The corporation must undertake to:
256
Added on 7 February 20207 February 2020.