602
A prospectus must comply with:
603
An offering memorandum or introductory docment must include information in sufficient detail to enable the targeted investors to have a full and proper understanding of the applicant's business, financial conditions, prospects, and risks.
605
Where the securities of an issuer are listed, or will be simultaneously listed, on another stock exchange which is its home exchange, the issuer may incorporate the information required in this Chapter by reference to a recent prospectus or equivalent document lodged with, or to be simultaneously lodged with, the home exchange or regulatory body.
606
The Exchange will have regard to the International Disclosure Standards for Cross-Border Offerings and Initial Listings by Foreign Issuers published by the International Organization of Securities Commissions when considering the adequacy of disclosure.
Amended on 29 October 2025.
607
Where an issuer is seeking a secondary listing by way of an introduction pursuant to Rule 235, the introductory document should comply with the prospectus disclosure requirements in the SFA. Where there are differences between the prospectus disclosure requirements in the SFA and that of its home exchange, the issuer may consult the Exchange to resolve the specific issues.
608
Where an issuer is seeking a primary listing by way of an introduction pursuant to Rule 235, or where an issuer is seeking a listing through a reverse takeover pursuant to Rule 1015 or where a SPAC is seeking shareholders’ approval for a business combination, the introductory document or the shareholders' circular (as the case may be) must comply with the prospectus disclosure requirements in the SFA, with the necessary adaptations.
Amended on 3 September 2021.
609
Amended on 29 September 201129 September 2011 and 7 February 20207 February 2020.
610
The following additional information should be provided in the prospectus, offering memorandum, introductory document and shareholders' circular:
(1) A statement to appear prominently on the cover page of the document that an application has been made to Singapore Exchange Securities Trading Limited ("SGX-ST") for permission to list all the securities of the issuer already issued as well as those securities which are the subject of this issue. Such permission will be granted when the issuer has been admitted to the Official List. Acceptance of applications will be conditional upon issue of the securities and upon permission being granted to list all the issued securities of the issuer. Monies paid in respect of any application accepted will be returned if the said permission is not granted.
(2) A statement that Singapore Exchange Securities Trading Limited ("SGX-ST") assumes no responsibility for the correctness of any of the statements or opinions made or reports contained in this document. Admission to the Official List is not to be taken as an indication of the merits of the issuer or of the securities.
(3) A statement by directors and vendors (where the issue involves the sale of vendor shares) in the form set out in Practice Note 12.1.
(4) In the case of an introductory document or an offering memorandum, a statement as required in Practice Note 12.1.
(5) The board must comment on the adequacy and effectiveness of the issuer's internal controls (including financial, operational, compliance and information technology controls) and risk management systems. A statement on whether the audit committee concurs with the board's comment must also be provided. Where material weaknesses are identified by the board or the audit committee, they must be disclosed together with the steps to address them.
(6) A statement by the issuer's audit committee that, after making all reasonable enquiries, and to the best of their knowledge and belief, nothing has come to the attention of the audit committee members to cause them to believe that the person appointed as the chief financial officer (or its equivalent rank) does not have the competence, character and integrity expected of a chief financial officer (or its equivalent rank) of a listed issuer.
(7) Where as required by any relevant law applicable to the issuer and/or any of its principal subsidiaries, any legal representative(s) (or person(s) of equivalent authority, however described) has been appointed or designated with sole powers to represent, exercise rights on behalf of, and enter into binding obligations on behalf of, the issuer or that principal subsidiary:
(a) Identity of the legal representative(s) (or person(s) of equivalent authority);
(b) Powers and responsibilities of the legal representative(s) (or person(s) of equivalent authority);
(c) Any risks in relation to the appointment, including concentration of authority and impediments to their removal; and
(d) A description of the processes and procedures put in place to mitigate the risks in relation to the appointment and an opinion by the board on the adequacy of these processes and procedures.
(8) A statement by the issuer whether any of the independent directors of the issuer sits on the board of its principal subsidiaries that are based in jurisdictions other than Singapore.
(9) In the case of debt securities, the following information must also be provided:—
(a) Principal terms and conditions of issue to be publicly offered, including issue price, redemption price, form, rate of interest, guarantees constituted in favour of holders of debt securities and maturity date;
(b) Financial covenants of the issuer, including those concerning capital increases (in the case of convertible debt securities issues) and issues of other forms or series of debt securities;
(c) Definition of events constituting defaults and effect upon acceleration of maturity of debt securities;
(d) Provisions for modifications of terms and conditions of debt securities to be publicly offered; and
(e) Name and provisions concerning functions, rights and obligations of representative of debt securities holders.
(10) In the case of a dual class share structure, the following information must also be prominently provided:—
(a) A statement on the cover page of the document that the issuer is a company with a dual class share structure;
(b) Details of the dual class share structure and its associated risks;
(c) The rationale for adopting the dual class share structure;
(d) Matters that are subject to the enhanced voting process and the implications to holders of ordinary voting shares;
(e) Key provisions of the Articles of Association or other constituent documents relating to the dual class share structure; and
(f) The following details for each holder of multiple voting shares:
| Name of shareholder | Number of multiple voting shares | Total voting rights of multiple voting shares | Number of ordinary voting shares | Total voting rights of ordinary voting shares | Total voting rights of both multiple voting shares and ordinary voting shares |
Amended on 29 September 2011, 26 June 2018, 1 January 2019, 7 February 2020 and 29 October 2025.