Mainboard Rules
Appendix 2.1 Contents of New Listing Application
Cross-referenced from Rule 246(1)
Brief Particulars
The following information must be provided in the listing application:—
1. Name of applicant.
2. Date and place of incorporation.
3. Brief description of principal business.
4. The full title or designation, amount, class and par value of the securities for which listing is applied and whether the securities are fully paid.
Note: Application should be made to list only that part of the share capital, which has been issued, shares to be issued in connection with the new listing application, and shares to be issued pursuant to Part VIII of Chapter 8.
Note: Application should be made to list only that part of the share capital, which has been issued, shares to be issued in connection with the new listing application, and shares to be issued pursuant to Part VIII of Chapter 8.
5. Date of application
6. Whether applicant is seeking a listing on the SGX Main Board or Catalist, and the currency its securities are proposed to be quoted in.
7. Brief information on the offering, including size, price, methods to be used and whether the issue is underwritten. If the issue is not fully underwritten, the portion that is not underwritten should be stated.
8. Whether the securities, which are the subject of the application, are listed or will be simultaneously listed on another stock exchange(s). If so, name the other stock exchange(s) and state which is/will be the home exchange.
Appendix 2.2 Articles of Association
Cross referenced from Rules 210(7), 211(5), 246(3) and 409(2)
1. The Articles of Association and other constituent documents of an issuer must contain the provisions set out below. Only in exceptional circumstances will the Exchange grant an exemption from compliance with any of the provisions.
(1) Capital
(a) The total number of issued preference shares shall not exceed the total number of issued ordinary shares issued at any time.
(b) The rights attaching to shares of a class other than ordinary shares must be expressed.
(c) Whether the company has power to issue further preference capital ranking equally with, or in priority to preference shares already issued must be expressed.
(d) Preference shareholders must have the same rights as ordinary shareholders as regards receiving notices, reports and balance sheets, and attending general meetings of the issuer. Preference shareholders must also have the right to vote at any meeting convened for the purpose of reducing the capital, or winding up, or sanctioning a sale of the undertaking of the issuer, or where the proposition to be submitted to the meeting directly affects their rights and privileges, or when the dividend on the preference shares is in arrear for more than six months.
(e) Capital paid on shares in advance of calls shall not, whilst carrying interest, confer a right to participate in profits.
(f) Subject to any direction to the contrary that may be given by the company in the general meeting or except as permitted under the Exchange's listing rules, all new shares shall, before issue, be offered to such persons who as at the date of the offer are entitled to receive notices from the company of general meetings in proportion, as far as circumstances admit, to the amount of the existing shares to which they are entitled. The offer shall be made by notice specifying the number of shares offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined. After the expiration of the aforesaid time or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the directors may dispose of those shares in a manner as they think most beneficial to the company. The directors may likewise dispose of any new shares which (by reason of the ratio which the new shares bear to shares held by persons entitled to an offer of new shares) cannot, in the opinion of the directors, be conveniently offered under this provision.
(g) Subject to the provisions of the Companies Act, if any share certificates shall be defaced, worn-out, destroyed, lost or stolen, it may be renewed on such evidence being produced and a letter of indemnity (if required) being given by the shareholder, transferee, person entitled, purchaser, member company of the Exchange or on behalf of its/their client(s) as the directors of the company shall require, and in the case of defacement or wearing out, on delivery of the old certificate and in any case on payment of such sum not exceeding two dollars as the directors may from time to time require. In the case of destruction, loss or theft, a shareholder or person entitled to whom such renewed certificate is given shall also bear the loss and pay to the company all expenses incidental to the investigations by the company of the evidence of such destruction or loss.
(2) Certificate
Every member shall be entitled to receive share certificates in reasonable denominations for his holding and where a charge is made for certificates, such charge shall not exceed two dollars.
Every member shall be entitled to receive share certificates in reasonable denominations for his holding and where a charge is made for certificates, such charge shall not exceed two dollars.
(3) Forfeiture and Lien
(a) The company's lien on shares and dividends from time to time declared in respect of such shares, shall be restricted to unpaid calls and instalments upon the specific shares in respect of which such monies are due and unpaid, and to such amounts as the company may be called upon by law to pay in respect of the shares of the member or deceased member.
(b) If any shares are forfeited and sold, any residue after the satisfaction of the unpaid calls and accrued interest and expenses, shall be paid to the person whose shares have been forfeited, or his executors, administrators or assignees or as he directs.
(4) Transfer and Transmission
(a) The company will accept for registration a transfer in the form approved by the Exchange.
(b) Any fee charged on the transfer of securities shall not exceed two dollars per transfer.
(c) There shall be no restriction on the transfer of fully paid securities except where required by law or by the Rules, Bye-Laws or Listing Rules of the Exchange.
(d) Any articles which entitle a company to refuse to register more than three persons as joint holders of a share must be expressed to exclude the case of executors or trustees of a deceased shareholder.
(5) Modification of Rights
The repayment of preference capital other than redeemable preference capital, or any alteration of preference shareholders' rights, may only be made pursuant to a special resolution of the preference shareholders concerned, provided always that where the necessary majority for such a special resolution is not obtained at the meeting, consent in writing if obtained from the holders of three-fourths of the preference shares concerned within two months of the meeting, shall be as valid and effectual as a special resolution carried at the meeting.
The repayment of preference capital other than redeemable preference capital, or any alteration of preference shareholders' rights, may only be made pursuant to a special resolution of the preference shareholders concerned, provided always that where the necessary majority for such a special resolution is not obtained at the meeting, consent in writing if obtained from the holders of three-fourths of the preference shares concerned within two months of the meeting, shall be as valid and effectual as a special resolution carried at the meeting.
(6) Borrowing Powers
The scope of the borrowing powers of the board of directors shall be expressed.
The scope of the borrowing powers of the board of directors shall be expressed.
(7) Meetings
The notices convening meetings shall specify the place, day and hour of the meeting, and shall be given to all shareholders at least fourteen days before the meeting (excluding the date of notice and the date of meeting). Where notices contain special resolutions, they must be given to shareholders at least twenty-one days before the meeting (excluding the date of notice and the date of meeting). Any notice of a meeting called to consider special business shall be accompanied by a statement regarding the effect of any proposed resolutions in respect of such businesses. At least fourteen days' notice of every such meeting shall be given by advertisement in the daily press and in writing to each stock exchange on which the company is listed.
The notices convening meetings shall specify the place, day and hour of the meeting, and shall be given to all shareholders at least fourteen days before the meeting (excluding the date of notice and the date of meeting). Where notices contain special resolutions, they must be given to shareholders at least twenty-one days before the meeting (excluding the date of notice and the date of meeting). Any notice of a meeting called to consider special business shall be accompanied by a statement regarding the effect of any proposed resolutions in respect of such businesses. At least fourteen days' notice of every such meeting shall be given by advertisement in the daily press and in writing to each stock exchange on which the company is listed.
(8) Voting and Proxies
(a) A holder of ordinary shares shall be entitled to be present and to vote at any general meeting in respect of any share or shares upon which all calls due to the company have been paid.
(b) In the case of joint holders of shares, any one of such persons may vote, but if more than one of such persons is present at a meeting, the person whose name stands first on the Register of Members shall alone be entitled to vote.
(c) A proxy need not be a member of the company.
(d) An instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll.
(e) A proxy shall be entitled to vote on any matter at any general meeting.
(9) Directors
(a) All the directors of the company shall be natural persons.
(b) Where provision is made for the directors to appoint a person as a director either to fill a casual vacancy, or as an addition to the board, any director so appointed shall hold office only until the next annual general meeting of the company, and shall then be eligible for re-election.
(c) Fees payable to non-executive directors shall be by a fixed sum, and not by a commission on or a percentage of profits or turnover. Salaries payable to executive directors may not include a commission on or a percentage of turnover.
(d) Fees payable to directors shall not be increased except pursuant to a resolution passed at a general meeting, where notice of the proposed increase has been given in the notice convening the meeting.
(e) A director shall not vote in regard to any contract or proposed contract or arrangement in which he has directly or indirectly a personal material interest.
(f) [Deleted]
(g) The office of a director shall become vacant should he become of unsound mind or bankrupt during his term of office.
(h) A person who is not a retiring director shall be eligible for election to office of director at any general meeting if some member intending to propose him has, at least eleven clear days before the meeting, left at the office of the company a notice in writing duly signed by the nominee, giving his consent to the nomination and signifying his candidature for the office, or the intention of such member to propose him. In the case of a person recommended by the directors for election, nine clear days' notice only shall be necessary. Notice of each and every candidature for election to the board of directors shall be served on the registered holders of shares at least seven days prior to the meeting at which the election is to take place.
(i) Where a managing director or a person holding an equivalent position is appointed for a fixed term, the term shall not exceed five years.
(j) A managing director or a person holding an equivalent position shall be subject to the control of the board.
(k) The continuing directors may act notwithstanding any vacancy in the board, provided that if their number is reduced below the minimum number fixed by or pursuant to the regulations of the company, the continuing directors may, except in an emergency, act only for the purpose of increasing the number of directors to such minimum number, or to summon a general meeting of the company.
(l) A director may appoint a person approved by a majority of his co-directors to act as his alternate, provided that any fee paid by the company to the alternate shall be deducted from that director's remuneration. No director may act as an alternate director of the company. A person may not act as an alternate director for more than one director of the company.
(m) Where two directors form a quorum, the chairman of a meeting at which only such a quorum is present, or at which only two directors are competent to vote on the matter at issue, shall not have a casting vote.
(n) Where a director is disqualifed from acting as a director in any jurisdiction for reasons other than on technical grounds, he must immediately resign from the board.
(10) Annual General Meeting
An issuer must hold its annual general meeting within four months from the end of its financial year.
An issuer must hold its annual general meeting within four months from the end of its financial year.
(11) Winding Up
The basis on which shareholders would participate in a distribution of assets on a winding up shall be expressed.
The basis on which shareholders would participate in a distribution of assets on a winding up shall be expressed.
Amended on 7 February 20207 February 2020.
Appendix 2.3.1 Undertaking in Support of Primary Listing Application for Debt Securities* / Equities* / Investment Funds*
Crossed-referenced from Rules 212(3), 248(1), 315(1), 410(1)
* Delete where applicable
To: Singapore Exchange Securities Trading Limited
We, ........................................................................... ("the Applicant "),
(Name of Applicant )
in consideration of Singapore Exchange Securities Trading Limited ("SGX-ST") granting our application for admission to the Official List (where applicable, specify Main Board or Catalist) and quotation of our securities agree:—
(1) to comply with the applicable listing rules and requirements as amended from time to time;
(2) that our listing and the quotation of our securities is at the pleasure of the Exchange. We may be removed from the Official List or our securities may be suspended or removed from listing or quotation at any time without the Exchange giving any reason;
(3) to pay the fees published by the Exchange as required; and
(4) that the listing rules may be modified or waived by the Exchange in its discretion.
The above Undertaking has been signed by me as ....................................
(title)
Signed pursuant to authority granted to me by resolution of the Board of Directors of the said corporation on ...........................................
| ............................... | |
| Name | |
| .............................. | .......................... |
| Signature | Date |
Amended on 29 September 201129 September 2011.
Appendix 2.3.2 Undertaking in Support of Secondary Listing Application for Equities* / Investment Funds*
Crossed-referenced from Rule 248(1)
* Delete where applicable
To: Singapore Exchange Securities Trading Limited
We, ..................................................................................... ("the Applicant" )
(Name of Applicant)
in consideration of Singapore Exchange Securities Trading Limited ("SGX-ST") granting our application for admission to the Official List and quotation of our securities agree:—
(1) to comply with the applicable listing rules and requirements as the Exchange may from time to time apply to us (whether before or after listing), including but not limited to the provision of an annual certification in the form prescribed by the Exchange that we have complied with the applicable continuing listing obligations;
(2) that our listing and the quotation of our securities is at the Exchange's discretion. We may be removed from the Official List or our securities may be suspended or removed from listing or quotation at any time without the Exchange giving any reason; and
(3) to pay the fees published by the Exchange as required.
The above Undertaking has been signed by me as ....................................................
(title)
Signed pursuant to authority granted to me by resolution of the Board of Directors of the said corporation on ..........................................
| ............................... | |
| Name | |
| .............................. | .......................... |
| Signature | Date |
Amended on 29 September 201129 September 2011 and 3 November 20143 November 2014.
Appendix 7.1 Corporate Disclosure Policy
Cross-referenced from Rule 703(4)
Part I Introduction
1 This Appendix sets out the Exchange's corporate disclosure policy.
2 Rule 703(4)(a) obligates an issuer to provide timely disclosure of material information in accordance with this policy. The Exchange regards disclosure as fundamentally important to the operation of a fair and efficient market for the trading of securities.
Part II Issuers' Obligations Under Rule 703
3 Under Rule 703, an issuer must disclose information:—
(a) necessary to avoid the establishment of a false market in its securities. A false market may exist if information is not made available that would, or would be likely to, influence persons who commonly invest in securities in deciding whether or not to subscribe for, or buy or sell the securities. For this reason, an issuer may be required to clarify or confirm a rumour (see "Clarification or Confirmation of Rumours or Reports" below); or
(b) that would be likely to have a material effect on the price or value of securities of that issuer.
4 Material information includes information, known to the issuer, concerning the issuer's property, assets, business, financial condition and prospects; mergers and acquisitions; and dealings with employees, suppliers and customers; material contracts or development projects, whether entered into in the ordinary course of business or otherwise; as well as information concerning a significant change in ownership of the issuer's securities owned by insiders, or a change in effective or voting control of the issuer, and any developments that affect materially the present or potential rights or interests of the issuer's shareholders.
5 The fact that information is generally available is not a reason for failing to disclose under Rule 703. For example, if an issuer releases material information to the media but did not announce it to the market via SGXNET, the issuer is in breach of Rule 703. Rule 702 requires an issuer to make announcements via SGXNET, unless specified otherwise.
6 It is the responsibility of each issuer to disclose material information in its possession as required by the listing rules.
7 Information must not be divulged to any person (outside of the issuer and its advisers) in such a way as to place in a privileged dealing position any person. Information must not be released in such a way that transactions in the issuer's listed securities (whether on market or off market) may be entered into at prices which do not reflect the latest publicly available information.
8 Some Events Requiring Disclosure Under Rule 703
Under Rule 703, the following events, while not comprising a complete list of all the situations which may require disclosure, are likely to require immediate disclosure:—
Under Rule 703, the following events, while not comprising a complete list of all the situations which may require disclosure, are likely to require immediate disclosure:—
(a) A joint venture, merger or acquisition;
(b) The declaration or omission of dividends or the determination of earnings;
(c) Firm evidence of significant improvement or deterioration in near-term earnings prospects;
(d) A subdivision of shares or stock dividends;
(e) The acquisition or loss of a significant contract;
(f) The purchase or sale of a significant asset;
(g) A significant new product or discovery;
(h) The public or private sale of a significant amount of additional securities of the issuer;
(i) A change in effective control or a significant change in management;
(j) A call of securities for redemption;
(k) The provision or receipt of a significant amount of financial assistance;
(l) Occurrence of an event of default under debt or other securities or financing or sale agreements;
(m) Significant litigation;
(n) A significant change in capital investment plans. Examples include building of factories, increasing plant and machinery, and increasing production lines;
(o) A significant dispute or disputes with sub-contractors, customers or suppliers, or with any parties;
(p) A tender offer for another company's securities;
(q) A valuation of the real assets of the group that has a significant impact on the group's financial position and/or performance. The valuation of real property must be carried out by a property valuer in accordance with the property valuation standards. A copy of the valuation report, or for real property, a copy of the property valuation report, must be made available for inspection at the issuer's registered office during normal business hours for 3 months from the date of the announcement;
(r) Involuntary striking-off of the issuer's subsidiaries;
(s) An investigation on a director or an executive officer of the issuer;
(t) Loss of a major customer or a significant reduction of business with a major customer; and
(u) Major disruption to supply of critical goods or services.
Part III Exception to Rule 703
9 Rule 703 includes two exceptions from the requirement to make immediate disclosure. One allows information not to be disclosed if to do so breaches the law (Rule 703(2)). The other allows an issuer to temporarily refrain from publicly disclosing particular information, provided that the information is of a certain type, a reasonable person would not expect it to be disclosed and the information is kept confidential (Rule 703(3)).
10 An issuer can rely on the exception under Rule 703(3) while each of the three conditions is satisfied. Should any of the conditions cease to be satisfied, the exception will similarly cease to be available, and the issuer must disclose the information immediately. The three conditions are:—
Condition 1: A reasonable person would not expect the information to be disclosed
Condition 2: The information is confidential
Generally, information may be regarded as confidential if the issuer has control of the use that can be made of the information. Confidentiality also means that no one in possession of the information is entitled to trade in that issuer's listed securities. In this regard, unusual activity in the issuer's securities may suggest that the information is no longer confidential. If so, this condition is not met. (See also "Confidentiality")
Condition 3: The information is of the type in one of the listed categories.
If the information is not of the type in one of the listed categories, or if it loses that character, then the condition is not satisfied.
Condition 1: A reasonable person would not expect the information to be disclosed
(a) A reasonable person would not expect information to be disclosed if such disclosure would prejudice the ability of the issuer to pursue its corporate objective. Also, a reasonable person would not expect the disclosure of an inordinate amount of detail.
(b) If conditions 2 and 3 are satisfied but a reasonable person would expect the information to be disclosed, the exception is not available. In considering if this condition is satisfied, the Exchange will balance the needs of the market and the interests of the issuer while having regard to the principle on which the listing rule is based.
Condition 2: The information is confidential
Generally, information may be regarded as confidential if the issuer has control of the use that can be made of the information. Confidentiality also means that no one in possession of the information is entitled to trade in that issuer's listed securities. In this regard, unusual activity in the issuer's securities may suggest that the information is no longer confidential. If so, this condition is not met. (See also "Confidentiality")
Condition 3: The information is of the type in one of the listed categories.
If the information is not of the type in one of the listed categories, or if it loses that character, then the condition is not satisfied.
Part IV Examples of the Operation of Rule 703
11 The following examples explain in more detail the operation of Rule 703. They illustrate the general principles only and do not affect the operation of the listing rule.
(a) Example (1): Information concerning an incomplete proposal or negotiation
In the course of a successful negotiation for the acquisition of another company, for example, the only information known to each party at the outset may be the willingness of the other to hold discussions. Shortly thereafter, it may become apparent to the parties that it is likely an agreement can be reached. Finally, agreement in-principle may be reached on specific terms. In such circumstances, an issuer need not issue a public announcement at each stage of the negotiations, describing the current state of constantly changing facts but may await agreement in-principle on specific terms. If, on the other hand, progress in the negotiations should stabilise at some other point, disclosure should then be made if the information is material.
In the course of a successful negotiation for the acquisition of another company, for example, the only information known to each party at the outset may be the willingness of the other to hold discussions. Shortly thereafter, it may become apparent to the parties that it is likely an agreement can be reached. Finally, agreement in-principle may be reached on specific terms. In such circumstances, an issuer need not issue a public announcement at each stage of the negotiations, describing the current state of constantly changing facts but may await agreement in-principle on specific terms. If, on the other hand, progress in the negotiations should stabilise at some other point, disclosure should then be made if the information is material.
(b) Example (2): Information generated for internal management purposes
Disclosure of an issuer's internal estimates or projections of its earnings or of other data relating to its affairs is not necessary. If such estimates or projections are released, they should be prepared carefully, be soundly based and should be realistic. The estimates or projections should be qualified, if necessary, to ensure that they are properly understood. Should subsequent developments indicate that performance will not match earlier estimates or projections, this too should be reported promptly and the variances adequately explained.
Disclosure of an issuer's internal estimates or projections of its earnings or of other data relating to its affairs is not necessary. If such estimates or projections are released, they should be prepared carefully, be soundly based and should be realistic. The estimates or projections should be qualified, if necessary, to ensure that they are properly understood. Should subsequent developments indicate that performance will not match earlier estimates or projections, this too should be reported promptly and the variances adequately explained.
Part V Confidentiality
12 Where an issuer relies on Rule 703(3) to temporarily withhold material information, the strictest confidentiality must be maintained. Access to the information should be restricted, to the extent possible, to the highest possible levels of management and should be disclosed to officers, employees and others only on a need-to-know basis. Distribution of paperwork and other data should be kept to a minimum.
13 It may be appropriate to require each person who gains access to the information to report to the issuer, any transaction which he effects in the issuer's securities.
14 During this period, the issuer should keep a close watch on the trading activity of its securities and be prepared to make an immediate public announcement if necessary.
Part VI Clarification or Confirmation of Rumours or Reports
15 Public circulation of information, whether by an article published in a newspaper, by a broker's market letter, or by word-of-mouth, either correct or false, which has not been substantiated by the issuer and which is likely to have, or has had, an effect on the price of the issuer's listed securities or would be likely to have a bearing on investment decisions must be clarified or confirmed promptly.
16 If rumours indicate that material information has been leaked, a frank and explicit announcement is required. This is because one of the conditions for withholding information, i.e. confidentiality of the information, is no longer fulfilled. If rumours are in fact false or inaccurate, they should be promptly denied or clarified. A statement to the effect that the issuer knows of no corporate developments that could account for the unusual market activity can have a salutary effect. In addition, a reasonable effort should be made to bring the announcement to the attention of the party that initially distributed the information (in the case of an erroneous newspaper article, for example, by sending a copy of the announcement to the newspaper's financial editor, or in the case of an erroneous market letter, by sending a copy to the broker responsible for the letter). If rumours are correct or there are developments, an immediate statement to the public as to the state of negotiations or corporate plans in the rumoured area must be made. Such statements are essential despite the business inconvenience which may result, even if the matter had yet to be presented to the issuer's board of directors for consideration.
17 In the case of a rumour or report predicting future sales, earnings or other data, no response from the issuer is ordinarily required. However, the issuer must make a prompt announcement so that the market remains properly informed if the rumour or report is materially incorrect and may mislead investors, or is specific enough to suggest that information came from an inside source, or the market moves in a way that appears to be referable to the rumour or report.
Part VII Unusual Trading Activity
18 Where unusual trading activity in an issuer's securities occurs without any apparent publicly available information which could account for the activity, it may signify trading by persons who are acting on unannounced material information or on a rumour or report, whether true or false. Unusual market activity may not be traceable either to insider trading or to a rumour or report. Nevertheless, the market activity itself may be misleading to investors, who may assume that a sudden and appreciable change in the price of the issuer's securities reflects a corresponding change in its business or prospects.
19 Similarly, unusual trading volume, even when not accompanied by a significant change in price, tends to encourage rumours and give rise to excessive speculative trading activity which may be unrelated to actual developments in the issuer's affairs.
20 In such situations, the issuer should undertake a review to seek the causes of the unusual trading activity in its securities. The issuer should consider whether any information about its affairs, which would account for the activity, has recently been publicly disclosed, whether there is any material information that has not been publicly disclosed (in which case, the unusual trading activity may signify that a "leak" has occurred), and whether the issuer is the subject of a rumour or report. The issuer should respond promptly to any enquiries made by the Exchange concerning the unusual trading activity and may be guided by the following:—
(a) If the issuer determines that the unusual trading activity results from material information that has been publicly disseminated via SGXNET, generally no further announcement is required. However, if the market activity indicates that such information may have been misinterpreted, it may be helpful, after discussion with the Exchange, to issue an announcement to clarify the matter;
(b) If the unusual trading activity results from the "leak" of material information, the information in question must be announced promptly. If the unusual trading activity results from a false rumour or report, the Exchange's policy on correction of such rumours and reports, (discussed in "Clarification or Confirmation of Rumours or Reports") should be observed; and
(c) If the issuer is unable to determine the cause of the unusual trading activity, the Exchange may suggest that the issuer makes a public announcement to the effect that there have been no undisclosed recent developments affecting the issuer or its affairs which would account for the unusual trading activity.
Part VIII Policy on Thorough Public Dissemination
21 Material information must be disclosed when it arises, even if during trading hours. The Exchange will expect the issuer to request a trading halt to facilitate the dissemination of the material information during trading hours. As a guide, a trading halt requested for dissemination of material information will last at least 30 minutes after the release of the material information, or such other period as the Exchange considers it appropriate. The request for a trading halt, and the request for the lifting of a trading halt, must be announced. There must be at least 15 minutes of dissemination time for an announcement on the request for the lifting of trading halt, before trading resumes. The issuer may request a temporary suspension if it is unable to release the material information by the end of the trading halt. Otherwise, the Exchange will consider whether a temporary suspension in trading of the issuer's securities is necessary to enable the material information to be properly disseminated. As a guide, the temporary suspension may last 30 minutes after the announcement has been released to the Exchange, or such other period as the Exchange considers it appropriate. The request for a suspension in trading, and the request for the resumption of trading from suspension, must be announced. There must be at least 30 minutes of dissemination time for an announcement on the request for the resumption of trading from suspension, before trading resumes.
22 Public disclosure of material information must be made by an announcement released to the Exchange via SGXNET. To facilitate the dissemination of information, copies of the announcement may be provided simultaneously to newspapers and newswire services.
23 The Exchange recommends that issuers observe an "open door" policy in dealing with analysts, journalists, stockholders and others. However, under no circumstances should disclosure of material information be made on an individual or selective basis to analysts, stockholders, or other persons unless such information has previously been fully disclosed and disseminated to the public. If material information is inadvertently disclosed at meetings with analysts or others, it must be publicly disseminated as promptly as possible by the means described in this Part.
24 The Exchange recognizes that there may be limited instances where selective disclosure is necessary. One example is the pursuit of the issuer's business or corporate objectives, such as when the issuer is undertaking a major corporate exercise. Another example is due diligence when the issuer is the subject of an acquisition. In these circumstances, selective disclosure may be required to facilitate the exercise. However, such disclosure should be made on a need to know basis and subject to appropriate confidentiality restraints.
Part IX Content and Preparation of Public Announcement
25 The content of a press release or other public announcement is as important as its timing. Each announcement should:—
(a) be factual, clear and succinct;
(b) contain sufficient quantitative information to allow investors to evaluate its relative importance to the activities of the issuer;
(c) be balanced and fair. Thus, the announcement should avoid:—
(i) omission of important unfavourable facts, or the slighting of such facts (for example by "burying" them at the end of a press release);
(ii) presentation of favourable possibilities as certain, or as more probable than is actually the case;
(iii) presentation of projections without sufficient qualification or without sufficient factual basis;
(iv) negative statements phrased to create a positive implication, for example, "The company cannot now predict whether the development will have a materially favourable effect on its earnings," (implying that the effect will be favourable even if not materially favourable), or "The company expects that the development will not have a materially favourable effect on earnings in the immediate future," (implying that the development will eventually have a materially favourable effect);
(v) use of promotional jargon calculated to excite rather than to inform; and
(vi) in periodic updates on performance, selective presentation of information without sufficient comparability across periods. For example, a company should not publish performance measures that are inconsistent across periods to highlight favourable performance or omit poor performance in selected periods;
(d) avoid over-technical language, and should be expressed to the extent possible in language comprehensible to the layman; and
(e) explain the consequences or effects of the information on the issuer's future prospects. If the consequences or effects cannot be assessed, explain why.
26 The following guidelines for the preparation of press releases and other public announcements should help issuers ensure that the content of such announcements meet the principles discussed in paragraph 25:—
(a) Every announcement should be prepared or reviewed by (i) an official of the issuer familiar with the matters to be disclosed, and (ii) an official of the issuer familiar with the requirements of the Exchange and any applicable requirements of securities laws;
(b) Since skill and experience are important to the preparation and editing of accurate, fair and balanced public announcements, the Exchange recommends that a limited group of individuals within the issuer be given this assignment on a continuing basis; and
(c) Review of press releases and other public announcements by legal counsel is often desirable or necessary, depending on the importance and complexity of the announcement.
Part X Policy on Insider Trading
27 Issuers and parties who may be regarded as insiders should be fully aware of the provisions in any applicable legislation on insider trading.
28 Persons who come into possession of material information, before its public release, are considered insiders for the purposes of the Exchange's corporate disclosure policies. Such persons include substantial shareholders, directors, executive officers and other employees, and frequently also include the issuer's lawyers, accountants, bankers, investment bankers, public relations consultants, advertising agencies, consultants, valuers and other third parties. The associates (as defined in "Definitions and Interpretation") of, and those under the control of, insiders may also be regarded as insiders. Where an issuer is involved in the negotiation of an acquisition or transaction, the other parties to the negotiation may also be regarded as insiders.
29 Issuers should make insiders (and others who have access to material information on the issuer before it is publicly disclosed) aware that trading in the issuer's securities while in possession of undisclosed material information or tipping such information is an offence under Singapore's securities laws and may also give rise to civil liability. Issuers are advised to refer to Rule 1207(19) which provides guidance on the principles and best practices with regard to dealings by the issuer and its officers in the issuer's securities.
30 Issuers should establish, publish and enforce effective procedures applicable to the purchase and sale of the securities of the issuer and listed members of its group by officers, directors, employees and other insiders. The procedures should be designed not only to prevent improper trading, but also to avoid any question of the propriety of insider purchases or sales.
Part XI Role of Market Surveillance
31 An issuer should monitor the trading in its securities to detect any unusual trading activity. Where such unusual trading activity is observed, issuers should note Part VII above. The Exchange also monitors trading of listed securities. Where there is unusual trading activity in a listed security, and it appears to the Exchange that the unusual trading activity cannot be explained by known factors, the Exchange may require the issuer to make an announcement. The announcement should, inter alia, state whether the issuer and its directors are aware of the reasons for the unusual trading activity and whether there is any material information which has not been publicly disclosed. If the issuer or its directors are aware of any matters concerning the substantial shareholders that may account for the unusual trading activity, they must take this into consideration when responding to any query by the Exchange.
Amended on 7 February 20207 February 2020, 7 February 20207 February 2020 and 12 February 2021.
Appendix 7.2 Financial Statements and Dividend Announcement
Cross-referenced from Rule 705
Part I Information Required for Quarterly (Q1, Q2 & Q3), Half-Year and Full Year Announcements
1. In the case of Q1, Q2 and Q3 announcements, issuers may present the following statements in any format provided that the same format is used for each quarter. In the case of half-year and full year announcements, issuers must present the following statements in the form presented in the issuer's most recently audited annual financial statements:—
(a)
(i) An income statement and statement of comprehensive income, or a statement of comprehensive income, for the group, together with a comparative statement for the corresponding period of the immediately preceding financial year.
(ii) The following items (with appropriate breakdowns and explanations), if significant, must either be included in the income statement or in the notes to the income statement for the current financial period reported on and the corresponding period of the immediately preceding financial year:—
(A) Investment income
(B) Other income including interest income
(C) Interest on borrowings
(D) Depreciation and amortisation
(E) Allowance for doubtful debts and bad debts written off
(F) Write-off for stock obsolescence
(G) Impairment in value of investments
(H) Foreign exchange gain/loss (where applicable)
(I) Adjustments for under or overprovision of tax in respect of prior years
(J) Profit or loss on sale of investments, properties, and/or plant and equipment
(K) [Deleted]
(L) [Deleted]
(b)
(i) A statement of financial position (for the issuer and group), together with a comparative statement as at the end of the immediately preceding financial year.
(ii) In relation to the aggregate amount of the group's borrowings and debt securities, specify the following as at the end of the current financial period reported on with comparative figures as at the end of the immediately preceding financial year:—
(A) the amount repayable in one year or less, or on demand;
(B) the amount repayable after one year;
(C) whether the amounts are secured or unsecured; and
(D) details of any collaterals.
(c) A statement of cash flows (for the group), together with a comparative statement for the corresponding period of the immediately preceding financial year.
(d)
(i) A statement (for the issuer and group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalisation issues and distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year.
(ii) Details of any changes in the company's share capital arising from rights issue, bonus issue, subdivision, consolidation, share buy-backs, exercise of share options or warrants, conversion of other issues of equity securities, issue of shares for cash or as consideration for acquisition or for any other purpose since the end of the previous period reported on. State the number of shares that may be issued on conversion of all the outstanding convertibles, if any, against the total number of issued shares excluding treasury shares and subsidiary holdings of the issuer, as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year. State also the number of shares held as treasury shares and the number of subsidiary holdings, if any, and the percentage of the aggregate number of treasury shares and subsidiary holdings held against the total number of shares outstanding in a class that is listed as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year.
(iii) To show the total number of issued shares excluding treasury shares as at the end of the current financial period and as at the end of the immediately preceding year.
(iv) A statement showing all sales, transfers, cancellation and/or use of treasury shares as at the end of the current financial period reported on.
(v) A statement showing all sales, transfers, cancellation and/or use of subsidiary holdings as at the end of the current financial period reported on.
2. Whether the figures have been audited or reviewed, and in accordance with which auditing standard or practice.
3. Where the figures have been audited or reviewed, the auditors' report (including any modifications or emphasis of a matter).
3A. Where the latest financial statements are subject to an adverse opinion, qualified opinion or disclaimer of opinion:—
(a) Updates on the efforts taken to resolve each outstanding audit issue.
(b) Confirmation from the Board that the impact of all outstanding audit issues on the financial statements have been adequately disclosed.
This is not required for any audit issue that is a material uncertainty relating to going concern.
4. Whether the same accounting policies and methods of computation as in the issuer's most recently audited annual financial statements have been applied.
5. If there are any changes in the accounting policies and methods of computation, including any required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change.
6. Earnings per ordinary share of the group for the current financial period reported on and the corresponding period of the immediately preceding financial year, after deducting any provision for preference dividends:—
(a) Based on the weighted average number of ordinary shares on issue; and
(b) On a fully diluted basis (detailing any adjustments made to the earnings).
7. Net asset value (for the issuer and group) per ordinary share based on the total number of issued shares excluding treasury shares of the issuer at the end of the:—
(a) current financial period reported on; and
(b) immediately preceding financial year.
8. A review of the performance of the group, to the extent necessary for a reasonable understanding of the group's business. It must include a discussion of the following:—
(a) any significant factors that affected the turnover, costs, and earnings of the group for the current financial period reported on, including (where applicable) seasonal or cyclical factors; and
(b) any material factors that affected the cash flow, working capital, assets or liabilities of the group during the current financial period reported on.
9. Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results.
10. A commentary at the date of the announcement of the significant trends and competitive conditions of the industry in which the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months.
11. If a decision regarding dividend has been made:—
(a) Whether an interim (final) ordinary dividend has been declared (recommended); and
(b)
(i) Amount per share ......... cents
(ii) Previous corresponding period ...... cents
(c) Whether the dividend is before tax, net of tax or tax exempt. If before tax or net of tax, state the tax rate and the country where the dividend is derived. (If the dividend is not taxable in the hands of shareholders, this must be stated).
(d) The date the dividend is payable.
(e) The date on which Registrable Transfers received by the company (up to 5.00 pm) will be registered before entitlements to the dividend are determined.
12. If no dividend has been declared (recommended), a statement to that effect and the reason(s) for the decision.
13. If the Group has obtained a general mandate from shareholders for IPTs, the aggregate value of such transactions as required under Rule 920(1)(a)(ii). If no IPT mandate has been obtained, a statement to that effect.
14. Negative confirmation pursuant to Rule 705(5). (Not required for announcement on full year results)
15. Confirmation that the issuer has procured undertakings from all its directors and executive officers (in the format set out in Appendix 7.7) under Rule 720(1).
Part II Additional Information Required for Full Year Announcement
16. Segmented revenue and results for business or geographical segments (of the group) in the form presented in the issuer's most recently audited annual financial statements, with comparative information for the immediately preceding year.
17. In the review of performance, the factors leading to any material changes in contributions to turnover and earnings by the business or geographical segments.
18. A breakdown of sales as follows:—
| Latest Financial Year $'000 | Previous Financial Year $'000 | % increase/ (decrease) | |
| Group | Group | Group | |
| (a) Sales reported for first half year | | ||
| (b) Operating profit/loss after tax before deducting non-controlling interests reported for first half year | | ||
| (c) Sales reported for second half year | | ||
| (d) Operating profit/loss after tax before deducting non-controlling interests reported for second half year | |
19. A breakdown of the total annual dividend (in dollar value) for the issuer's latest full year and its previous full year as follows:—
(a) Ordinary
(b) Preference
(c) Total
20. Disclosure of person occupying a managerial position in the issuer or any of its principal subsidiaries who is a relative of a director or chief executive officer or substantial shareholder of the issuer pursuant to Rule 704(13) in the format below. If there are no such persons, the issuer must make an appropriate negative statement.
| Name | Age | Family relationship with any director and/or substantial shareholder | Current position and duties, and the year the position was held | Details of changes in duties and position held, if any, during the year |
Amended on 29 September 201129 September 2011, 7 October 20157 October 2015, 31 March 201731 March 2017, 1 January 20191 January 2019, 7 February 20207 February 2020 and 7 February 20207 February 2020.
Appendix 7.4.1 Announcement of Appointment
Cross-referenced from Rule 210(5)(d) and Rule 704(7)
Date of Appointment
Date of last re-appointment (if applicable)
Name of person
Age
Country of principal residence
The Board's comments on this appointment (including rationale, selection criteria, board diversity considerations, and the search and nomination process).
Whether appointment is executive, and if so, the area of responsibility
Job Title (e.g. Lead ID, AC Chairman, AC Member etc.)
Professional qualifications
Working experience and occupation(s) during the past 10 years
Shareholding interest in the listed issuer and its subsidiaries
Any relationship (including immediate family relationships) with any existing director, existing executive officer, the issuer and/or substantial shareholder of the listed issuer or of any of its principal subsidiaries
Conflict of interest (including any competing business)
Undertaking (in the format set out in Appendix 7.7) under Rule 720(1) has been submitted to the listed issuer Yes No
Other Principal Commitments* Including Directorships#
* "Principal Commitments" has the same meaning as defined in the Code.
# These fields are not applicable for announcements of appointments pursuant to Listing Rule 704(9)
Past (for the last 5 years)
Present
Information required
Disclose the following matters concerning an appointment of director, chief executive officer, chief financial officer, chief operating officer, general manager or other officer of equivalent rank. If the answer to any question is "yes", full details must be given.
| (a) Whether at any time during the last 10 years, an application or a petition under any bankruptcy law of any jurisdiction was filed against him or against a partnership of which he was a partner at the time when he was a partner or at any time within 2 years from the date he ceased to be a partner? | Yes | No | |
| (b) Whether at any time during the last 10 years, an application or a petition under any law of any jurisdiction was filed against an entity (not being a partnership) of which he was a director or an equivalent person or a key executive, at the time when he was a director or an equivalent person or a key executive of that entity or at any time within 2 years from the date he ceased to be a director or an equivalent person or a key executive of that entity, for the winding up or dissolution of that entity or, where that entity is the trustee of a business trust, that business trust, on the ground of insolvency? | Yes | No | |
| (c) Whether there is any unsatisfied judgment against him? | Yes | No | |
| (d) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving fraud or dishonesty which is punishable with imprisonment, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such purpose? | Yes | No | |
| (e) Whether he has ever been convicted of any offence, in Singapore or elsewhere, involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or has been the subject of any criminal proceedings (including any pending criminal proceedings of which he is aware) for such breach? | Yes | No | |
| (f) Whether at any time during the last 10 years, judgment has been entered against him in any civil proceedings in Singapore or elsewhere involving a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, or a finding of fraud, misrepresentation or dishonesty on his part, or he has been the subject of any civil proceedings (including any pending civil proceedings of which he is aware) involving an allegation of fraud, misrepresentation or dishonesty on his part? | Yes | No | |
| (g) Whether he has ever been convicted in Singapore or elsewhere of any offence in connection with the formation or management of any entity or business trust? | Yes | No | |
| (h) Whether he has ever been disqualified from acting as a director or an equivalent person of any entity (including the trustee of a business trust), or from taking part directly or indirectly in the management of any entity or business trust? | Yes | No | |
| (i) Whether he has ever been the subject of any order, judgment or ruling of any court, tribunal or governmental body, permanently or temporarily enjoining him from engaging in any type of business practice or activity? | Yes | No | |
| (j) Whether he has ever, to his knowledge, been concerned with the management or conduct, in Singapore or elsewhere, of the affairs of :— | |||
| (i) any corporation which has been investigated for a breach of any law or regulatory requirement governing corporations in Singapore or elsewhere; or | Yes | No | |
| (ii) any entity (not being a corporation) which has been investigated for a breach of any law or regulatory requirement governing such entities in Singapore or elsewhere; or | Yes | No | |
| (iii) any business trust which has been investigated for a breach of any law or regulatory requirement governing business trusts in Singapore or elsewhere; or | Yes | No | |
| (iv) any entity or business trust which has been investigated for a breach of any law or regulatory requirement that relates to the securities or futures industry in Singapore or elsewhere, | Yes | No | |
| in connection with any matter occurring or arising during that period when he was so concerned with the entity or business trust? | |||
| (k) Whether he has been the subject of any current or past investigation or disciplinary proceedings, or has been reprimanded or issued any warning, by the Monetary Authority of Singapore or any other regulatory authority, exchange, professional body or government agency, whether in Singapore or elsewhere? | Yes | No | |
Information required
Disclosure applicable to the appointment of Director only.
| Any prior experience as a director of an issuer listed on the Exchange? | Yes | No |
If yes, please provide details of prior experience.
If no, please state if the director has attended or will be attending training on the roles and responsibilities of a director of a listed issuer as prescribed by the Exchange.
Please provide details of relevant experience and the nominating committee's reasons for not requiring the director to undergo training as prescribed by the Exchange (if applicable).
Amended on 29 September 201129 September 2011, 7 October 20157 October 2015, 1 January 20191 January 2019 and 1 January 2022.
Appendix 7.4.2 Announcement of Cessation
Cross-referenced from Rule 704(7)
| Name of person | ||
| Age | ||
| Is Effective Date of Cessation known? | Yes | No |
| If yes, please provide the date. | ||
| If no, please advise when the date will be announced. | ||
| Detailed Reason(s) for cessation | ||
| Are there any unresolved differences in opinion on material matters between the person and the board of directors including matters which would have a material impact on the group or its financial reporting? | Yes | No |
| If yes, please elaborate. | ||
| Is there any matter in relation to the cessation that needs to be brought to the attention of the shareholders of the listed issuer? | Yes | No |
| If yes, please elaborate. | ||
| Any other relevant information to be provided to shareholders of the listed issuer? | ||
| If yes, please elaborate. | ||
| Date of appointment to current position | ||
| Job Title (e.g. Lead ID, AC Chairman, AC Member etc.) | ||
| Role and responsibilities | ||
| Does the AC have a minimum of 3 members (taking into account this cessation)? | Yes | No |
| Number of Independent Directors currently resident in Singapore (taking into account this cessation). | ||
| Do Independent Directors make up at least one-third of the board (taking into account this cessation)? | Yes | No |
| Number of cessations of appointments specified in Listing Rule 704(7) over the past 12 months | ||
| Shareholding interest in the listed issuer and its subsidiaries | ||
| Familial relationship with any director and/or substantial shareholder of the listed issuer or of any of its principal subsidiaries | ||
| Other Directorships Past (for the last 5 years) Present |
Amended on 29 September 201129 September 2011 and 1 January 20221 January 2022.
Appendix 7.5 Summary of Reserves and Resources
Cross-referenced from Rules 705(7), 1207(21) and Practice Note 6.3
The following information must be provided for each asset of the issuer:
Date of report:
Date of previous report (if applicable):
1. Summary of Mineral Reserves and Resources
Name of Asset/Country/Project:
* To state whether the Mineral Resources are reported additional to, or inclusive of, the Mineral Reserves.
Name of Asset/Country/Project:
| Category | Mineral Type | Gross Attributable to Licence | Net Attributable to Issuer1 | Remarks | |||
| Tonnes (millions) | Grade | Tonnes (millions) | Grade | Change from previous update (%) | |||
| Reserves | |||||||
| Proved | |||||||
| Probable | |||||||
| Total | |||||||
| Resources * | |||||||
| Measured | |||||||
| Indicated | |||||||
| Inferred | |||||||
| Total | |||||||
* To state whether the Mineral Resources are reported additional to, or inclusive of, the Mineral Reserves.
2. Summary of Oil and Gas Reserves and Resources
Name of Asset/Country/Project:
1P: Proved
2P: Proved + Probable
3P: Proved + Probable + Possible
MMbbl: Millions of barrels
Bcf: Billions of cubic feet
Name of Asset/Country/Project:
| Category | Gross Attributable to Licence (MMbbl / Bcf) | Net Attributable to Issuer1 | Risk Factors2 | Remarks | |
| (MMbbl / Bcf) | Change from previous update (%) | ||||
| Reserves | |||||
| Oil Reserves | |||||
| 1P | |||||
| 2P | |||||
| 3P | |||||
| Natural Gas Reserves | |||||
| 1P | |||||
| 2P | |||||
| 3P | |||||
| Natural Gas Liquids Reserves | |||||
| 1P | |||||
| 2P | |||||
| 3P | |||||
| Contingent Resources | |||||
| Oil | |||||
| 1C | |||||
| 2C | |||||
| 3C | |||||
| Natural Gas | |||||
| 1C | |||||
| 2C | |||||
| 3C | |||||
| Natural Gas Liquids | |||||
| 1C | |||||
| 2C | |||||
| 3C | |||||
| Prospective Resources | |||||
| Oil | |||||
| Low Estimate | |||||
| Best Estimate | |||||
| High Estimate | |||||
| Natural Gas | |||||
| Low Estimate | |||||
| Best Estimate | |||||
| High Estimate | |||||
1P: Proved
2P: Proved + Probable
3P: Proved + Probable + Possible
MMbbl: Millions of barrels
Bcf: Billions of cubic feet
Name of Qualified Person:____________________________________
Date:____________________________________
Professional Society Affiliation / Membership:__________________________________
1 To state reason if this is different from net entitlement to issuer
2 Applicable to Resources. "Risk Factor" for Contingent Resources means the estimated chance, or probability, that the volumes will commercially extracted. "Risk Factor" for Prospective Resources, means the chance or probability of discovering hydrocarbons in sufficient quantity for them to be tested to the surface. This, then, is the chance or probability of the Prospective Resources maturing into a Contingent Resource
Added on 27 September 201327 September 2013 and amended on 23 August 201823 August 2018.
Appendix 7.6 Form of Certification
(Cross-referenced from Rule 751)
To: Singapore Exchange Securities Trading Limited
I, XXX [Full Name (including non-English characters as reflected in identification documents) and Designation) of xxx (the "Company"), an officer duly authorized to give this certification, hereby certify to the Exchange that after making due and careful enquiry, and at the time of this certification, the Company has complied with the applicable continuing listing obligations in the SGX Listing Manual on a continuing basis.
Name:
Designation:
Signature:
Date:
Added on 3 November 20143 November 2014.
Appendix 7.7 Form of Undertaking with Regard to Directors or Executive Officers
Cross-referenced from Rule 250(6) and Rule 720(1)
To: Singapore Exchange Securities Trading Limited
c/o..........(Insert the name of the Issuer/REIT manager/trustee-manager)
In consideration of the listing and quotation of the securities of__________ (insert the name of the issuer) (the "Issuer") on the Official List of the SGX Mainboard:—
(a) In the exercise of my powers and duties as a director or executive officer of .............
(Insert the name of the Issuer/REIT manager/trustee-manager) I, the undersigned, shall:—
(Insert the name of the Issuer/REIT manager/trustee-manager) I, the undersigned, shall:—
(i) use my best endeavours to comply with the requirements of Singapore Exchange Securities Trading Limited (the "Exchange") pursuant to or in connection with the SGX-ST Listing Manual from time to time in force; and
(ii) use my best endeavours to procure that the Issuer shall so comply;
(b)
[] I hereby irrevocably appoint the Issuer/REIT manager/trustee-manager as my agent, for so long as I remain a director or executive officer of the Issuer/REIT manager/trustee-manager, for receiving on my behalf any correspondence from and/or service of notices and other documents by the Exchange.
[] Any correspondence from and/or service of notices and other documents by the Exchange may be sent to my correspondence address set out below. In the event of any change to my correspondence address, I undertake to promptly inform the Issuer/REIT manager/trustee-manager and update the correspondence address set out below.
Correspondence Address: _____________________
*Please tick accordingly.
Correspondence Address: _____________________
*Please tick accordingly.
(c) I understand the possible consequences of giving to the Exchange information including those referred to in this Form which is false or misleading pursuant to section 330 of the Securities and Futures Act, Chapter 289 of Singapore; and
(d) I undertake to the Exchange in the terms set out in this Form.
Signature: ___________________________________________
Name of director/executive officer: ____________________________________[full name (including non-English characters as reflected in identification documents)]
Nationality:___________________________________________
Singapore NRIC Number:___________________________________________
In case of a non-Singapore NRIC cardholder, state the passport number or any identification number and name of issuing authority:
________________________________________Date: ________________________________________________
Note:
If you have any queries you should consult the Exchange or your professional adviser immediately.
Added on 7 October 20157 October 2015 and amended on 30 April 201630 April 2016.
Appendix 8.1 Contents of Application for Listing Additional Securities
Cross-referenced from Rule 875
1 Title Page
(a) The name of the applicant.
(b) Brief description of the issue stating the designation, number, amount, class, par value and ranking of the securities for which listing is sought. If the securities are not identical with other securities of the issuer, they must be separately designated.
(c) The date of application and the date of announcement of the issue.
(d) The authority required to issue the securities. If the securities are issued pursuant to the share issue mandate specified in Rule 806, to provide the necessary information to satisfy the Exchange that the proposed issue of securities complies with Rule 806.
(e) Names of the lead managers, co-managers, placement agents and underwriters (where applicable) and the commission payable to these parties.
2 Capitalisation
(a) The following information, in tabular form, at the last balance sheet and any changes between that date and the date of the application:—
(i) Designation or title of each class of shares;
(ii) Number of issued shares excluding treasury shares;
(iii) Number of treasury shares held; and
(iv) Number of unissued reserved shares (excluding the shares for which listing is sought) or an appropriate negative statement.
(b) The purpose for which the unissued shares are reserved.
3 Financial Position
(a) If the group is currently under pressure from its bankers to repay any of its existing borrowings, make appropriate disclosure or an appropriate negative statement. Any arrangements for refinancing of the group's borrowings must be stated.
(b) Confirmation of whether the group has sufficient resources to meet its capital commitments.
(c) State whether the directors are of the opinion that, after taking into consideration:—
(i) the group's present bank facilities, the working capital available to the group is sufficient to meet its present requirements and if so, the directors must provide reasons for the issue; and
(ii) the group's present bank facilities and the net proceeds of the issue, the working capital available to the group is sufficient to meet its present requirements, unless the directors have opined, pursuant to paragraph 3(c)(i) above, that, after taking into consideration the group's present bank facilities, the working capital available to the group is sufficient to meet its present requirements.
"Present requirements" in this Appendix 8.1 includes the transaction which will be funded (in whole or in part) by the net proceeds of the issue.
4 Acquisitions
Where the issue is to be made as full or partial payment for the acquisition of an interest in, or the business and assets of another company or of any assets or properties, the following information must be provided:—
(a) Information required in Rule 1010, and the factors considered in determining the terms of the acquisition and the issue; and
(b) Where the acquisition is a Chapter 9 transaction, details of the interested person transacting with the entity at risk and the nature of that person's interest in the transaction.
Note: Additional details may be required to enable the Exchange to have a full understanding of the transaction.
5 Capitalisation Issues
(a) The effect of the capitalisation issue on the relevant reserve accounts of the issuer, and the group, based on the latest audited accounts.
(b) Details of any moratorium that is imposed on the issuer's shares.
6 Rights Issues
(a) The amount of cash raised from issues of securities in the past 2 years and a statement on whether the proceeds were used for the intended purposes.
(b) A time-table showing the following dates:—
(i) Record date to determine rights entitlement;
(ii) Last day for splitting; and
(iii) Last day for exercise and payment of rights.
Note: Attention is drawn to Practice Note 8.1 governing the determination of the dates above.
7 Convertible Securities
(a) The form, basis of allotment, exercise price, exercise period and whether the convertible securities are detachable.
(b) The number of new shares that will be issued upon full exercise or conversion of the proposed convertible securities as a percentage of the applicant's issued shares as at the date of the application.
(c) The number of new shares that will be issued upon full exercise or conversion of the proposed convertible securities and all outstanding convertible securities as a percentage of the applicant's issued shares as at the date of the application.
8 Issue of Shares for Cash Under Part IV of Chapter 8
(a) The issue price and the weighted average price for the period specified in Rule 811.
(b) The amount of cash raised from issues of securities in the market in the past 2 years and a statement on whether the proceeds had been used for the intended purposes.
(c) Where the end-placee(s) is not procured by a placement agent, to provide the following information:—
(i) background of the end placee(s);
(ii) rationale for the subscription; and
(iii) confirmation that the end placee(s) and its(their) directors and substantial shareholders (if applicable) have no connections (including any business relationship) with the issuer and its directors and substantial shareholders.
Amended on 7 February 20207 February 2020.
Appendix 8.2 Disclosure Requirements for Rights Issues or Bought Deals
Cross-referenced from Rules 607, 814(1) and 1015(5)(d)
(1) Apart from providing the information prescribed by the law, an issuer that is required to comply with the abridged prospectus requirements in the SFA must also provide the information set out in paragraphs 3(a), (b) and, if applicable, (c) below.
(2) An issuer that is not required to comply with the abridged prospectus requirements in the SFA is required to provide the same disclosures in its offering circular as an issuer that is required to comply with the SFA. The issuer is also required to provide the information set out in paragraph (3)(a), (b), (d) and, if applicable, (c) below in its offering circular.
(3) The following information must be included in the abridged prospectus or offering circular, where applicable, OR announced separately before trading of nil-paid rights commences:—
(a) On the cover page of abridged prospectus or offering circular:—
Either (i) and (ii), or (iii) as applicable:—
Either (i) and (ii), or (iii) as applicable:—
(i) a statement that the issuer has made an application to SGX-ST for permission to list the securities which are the subject of the rights issue or bought deal and that acceptance of applications will be conditional upon issue of the securities and SGX-ST's approval being granted to list the securities;
(ii) a statement that monies paid in respect of any application accepted will be returned if permission is not granted;
(iii) a statement that approval in-principle has been obtained from SGX-ST for listing of new securities arising from the rights issue or bought deal, which will commence after all securities certificates have been issued and the allotment letter from the CDP has been dispatched.
Both (iv) and (v):—
(iv) a statement that the approval in-principle granted by SGX-ST is not to be taken as an indication of the merits of the issue, the issuer, its subsidiaries or the securities.
(v) a statement that SGX-ST assumes no responsibility for the accuracy of any of the statements made, reports contained and opinions expressed in this document.
(b) Working Capital
A review of the working capital for the last three financial years and the latest half year, if applicable.
A review of the working capital for the last three financial years and the latest half year, if applicable.
(c) Convertible Securities
(i) Where the rights issue or bought deal involves an issue of convertible securities, such as company warrants or convertible debt, the information in Rule 832;
(ii) Where the rights issue or bought deal is underwritten and the exercise or conversion price is based on a price-fixing formula, to state that the exercise or conversion price must be fixed and announced before trading of nil-paid rights commences.
(d) Responsibility Statement by the Financial Adviser
A responsibility statement by the financial adviser in the form set out in paragraph 3.1 of Practice Note 12.1.
A responsibility statement by the financial adviser in the form set out in paragraph 3.1 of Practice Note 12.1.
Amended on 29 September 201129 September 2011 and 7 February 20207 February 2020.
Appendix 8.3.1 Daily Share Buy-Back Notice
Cross-referenced from Rule 886(2)
1 Share Buy-Back Authority
Maximum number of shares authorised for purchase
Maximum number of shares authorised for purchase
2 Details of Purchases Made
(a) Purchases made by way of market acquisition
| 1. | Date of Purchases | |
| 2. | (a) Total number of shares purchased (b) Number of shares cancelled (c) Number of shares held as treasury shares | |
| 3. | (a) Price paid per share or (b) • Highest price per share • Lowest price per share | |
| 4. | Total consideration (including stamp duties, clearing charges, etc) paid or payable for the shares | |
(b) Purchase made by way of off-market acquisition on equal access scheme
| 1. | Date of Purchases | |
| 2. | (a) Total number of shares purchased (b) Number of shares cancelled (c) Number of shares held as treasury shares | |
| 3. | Price paid or payable per share | |
| 4. | Total consideration (including stamp duties, clearing charges, etc) paid or payable for the shares | |
3 Cumulative Purchases
| By way of market acquisition | By way of off-market acquisition on equal access scheme | Total | ||||
| Number | %1 | Number | % | Number | % | |
| Cumulative number of shares purchased to date2 | | | | | | |
4
| Number of issued shares excluding treasury shares and subsidiary holdings after purchase | |
| Number of treasury shares held after purchase | |
| Number of subsidiary holdings after purchase | |
1 Percentage of company's issued shares excluding treasury shares and subsidiary holdings as at the date of the share buy-back resolution.
2 From the date on which the share-buyback mandate is obtained.
Amended on 31 March 201731 March 2017.
Appendix 8.3.2 Daily Share Buy-Back Notice
(for issuers with a dual listing overseas)
Cross-referenced from Rule 886(2)
Name of Overseas Exchange if Company has Dual Listing: ___________________
1 Share Buy-Back Authority
Maximum number of shares authorised for purchase
Maximum number of shares authorised for purchase
2 Details of Purchases Made
(a) Purchases made by way of market acquisition
| Singapore Exchange | Overseas Exchange | ||
| 1. | Date of Purchases | | |
| 2. | (a) Total number of shares purchased (b) Number of shares cancelled (c) Number of shares held as treasury shares | ||
| 3. | (a) Price paid per share or (b) • Highest price per share • Lowest price per share (specify currency) | ||
| 4. | Total consideration (including stamp duties, clearing charges, etc) paid or payable for the shares | | |
(b) Purchase made by way of off-market acquisition on equal access scheme
| Singapore Exchange | Overseas Exchange | ||
| 1. | Date of Purchases | | |
| 2. | (a) Total number of shares purchased or agreed to be purchased (b) Number of shares cancelled (c) Number of shares held as treasury shares | ||
| 3. | Price paid or payable per share (specify currency) | | |
| 4. | Total consideration (including stamp duties, clearing charges, etc) paid or payable for the shares | | |
3 Cumulative Purchases
| By way of market acquisition | By way of off-market acquisition on equal access scheme | Total | ||||
| Number | %1 | Number | % | Number | % | |
| Cumulative number of shares purchased to date2 | | | | | | |
4
| Number of issued shares excluding treasury shares and subsidiary holdings after purchase | |
| Number of treasury shares held after purchase | |
| Number of subsidiary holdings after purchase | |
1 Percentage of company's total number of issued shares excluding treasury shares and subsidiary holdings as at the date of the share buy-back resolution.
2 From the date on which the share-buyback mandate is obtained.
Amended on 31 March 201731 March 2017.
Appendix 8.4.1 Application for Listing of Securities Arising from Exercise of Company Warrants/Convertible Preference Shares* Primary/Secondary* Listing
Cross-referenced from Rules 870(2) and 880
Name of Applicant:
__________________________________________________________
Application for listing of _______________________________________________ additional securities of $ ___________ each fully paid arising from the exercise of ______________ Company Warrants/Convertible Preference Shares*.
1) State how the additional securities rank with existing securities.
(If they do not rank pari passu, confirm that the new certificates have been endorsed accordingly, and provide a specimen copy of the endorsed certificate to the Exchange)
(If they do not rank pari passu, confirm that the new certificates have been endorsed accordingly, and provide a specimen copy of the endorsed certificate to the Exchange)
2) In respect of each class of securities, provide the following details:—
Class of security : ______________________
Class of security : ______________________
| Total number of issued shares excluding treasury shares | Company Warrants/Convertible Preference Shares* | ||||
| Number | $ | Number | $ | ||
| Before exercise Add: Issued pursuant to exercise | Before exercise Less: Amount exercised | ||||
| After exercise | | | Amount outstanding | | |
3 Total number and amount of Outstanding Convertible Loan Stock/Bonds*:
$ ____________ (if more than one issue, give a breakdown)
Outstanding Options: ____________________ shares/stock units*
$ ____________ (if more than one issue, give a breakdown)
Outstanding Options: ____________________ shares/stock units*
4 We confirm that the Company Warrants/Convertible Preference Shares* were exercised in compliance with the terms of the Deed Poll dated _____________ .
| Name: | Authorised Signature: |
| ________________________ | _______________ |
| Designation: | Date: |
| _________________ | _______________ |
Enclosures:
(a) A copy of the Return of Allotment (Form 24) (if any) filed with the Registrar of Companies and Businesses.
(b) Confirmation of despatch of Share/Stock Certificates.
(c) Cheque for any additional listing fee, if applicable.
(d) Letter of approval from the Home Exchange granting listing and quotation to the new shares/stock units.
Note: (a) and (b) are not applicable to secondary listing applications.
(d) is not applicable to primary listing applications.
* Delete where applicable.
Appendix 8.4.2 Application for Listing of Securities Arising from Convertible Loan Stocks/Bonds* — Primary/Secondary* Listing
Cross-referenced from Rules 870(2) and 880
Name of Applicant: __________________________________________________________
Application for listing of __________________________________________ additional securities of $ ________________ each fully paid arising from the exercise of ____________________ Loan Stocks/Bonds*.
1) State how the additional securities rank with existing securities.
(If they do not rank pari passu, confirm that the certificates have been endorsed accordingly, and provide a specimen copy of the endorsed certificate to the Exchange)
(If they do not rank pari passu, confirm that the certificates have been endorsed accordingly, and provide a specimen copy of the endorsed certificate to the Exchange)
2) In respect of each class of securities, furnish the following details:—
Class of security : ______________________
Class of security : ______________________
| Total number of issued shares excluding treasury shares | Convertible Loan Stocks/ Bonds* | ||||
| Number | $ | Number | $ | ||
| Before conversion Add: Issued pursuant to conversion | Before conversion Less: Amount converted | ||||
| After conversion | | | Amount outstanding | | |
3 Total number and amount of Outstanding Company Warrants/Convertible Preference Shares: $ ____________ (if more than one issue, give a breakdown)
Outstanding Options: ____________________ additional securities
Outstanding Options: ____________________ additional securities
4 We confirm that the abovesaid Convertible Loan Stocks/Bonds* were converted in compliance with the terms of the Trust Deed dated _______________________ .
| Name: | Authorised Signature: |
| ________________________ | _______________ |
| Designation: | Date: |
| _________________ | _______________ |
Enclosures:
(a) A copy of the Return of Allotment (Form 24) (if any) filed with the Registrar of Companies and Businesses.
(b) Confirmation of despatch of Share/Stock Certificates.
(c) Cheque for any additional listing fee, if applicable.
(d) Letter of approval from the Home Exchange granting listing and quotation to the new shares/stock units.
Note: (a) and (b) are not applicable to secondary listing applications.
(d) is not applicable to primary listing applications.
* Delete where applicable.
Appendix 8.4.3 Application for Listing of Securities Arising from Options Exercised Under an Employees' Share Option Scheme — Primary/Secondary* Listing
Cross-referenced from Rules 870(2) and 880
Name of Applicant __________________________________________________
Application for listing of ____________________________ additional securities of $ ___________ each fully paid arising from _____________________ options exercised under the Employees' Share Option Scheme (the "Scheme").
1. State how the additional securities rank with existing securities.
(If they do not rank pari passu, confirm that the certificates have been endorsed accordingly, and provide a specimen copy of the endorsed certificate to the Exchange)
(If they do not rank pari passu, confirm that the certificates have been endorsed accordingly, and provide a specimen copy of the endorsed certificate to the Exchange)
2. In respect of each class of securities, provide the following details:—
Class of security : ______________________
Class of security : ______________________
| Total number of issued shares excluding treasury shares | Options granted and outstanding | ||||
| Number | $ | Number | $ | ||
| Before exercise Add: Issued pursuant to exercise | Before exercise Less: Amount exercised | ||||
| After exercise | | | Amount outstanding | | |
3 Outstanding Company Warrants/Convertible Preference Shares* : _________________ (if more than one issue, give a breakdown)
Total number and amount of Outstanding Convertible Loan Stock/Bonds*
:$ _________________ (if more than one issue, give a breakdown)
Total number and amount of Outstanding Convertible Loan Stock/Bonds*
:$ _________________ (if more than one issue, give a breakdown)
4 We confirm that the attached list of options were granted and exercised in compliance with the terms of the Scheme approved by shareholders at the Extraordinary General Meeting held on _____
| Name: | Authorised Signature: |
| ________________________ | _______________ |
| Designation: | Date: |
| _________________ | _______________ |
Enclosures:
(a) A copy of the Return of Allotment (Form 24) (if any) filed with the Registrar of Companies and Businesses.
(b) Confirmation of despatch of Share/Stock Certificates.
(c) Cheque for any additional listing fee, if applicable.
(d) Letter of approval from the Home Exchange granting listing and quotation to the new shares/stock units.
Note: (a) and (b) are not applicable to secondary listing applications.
(d) is not applicable to primary listing applications.
* Delete where applicable.
Appendix 8.4.4 Application for Listing and Quotation of Securities to be Issued Pursuant to a Scrip Dividend Scheme — Primary/Secondary* Listing
Cross-referenced from Part IX of Chapter 8
Name of Issuer: ____________________________________________________________
No. of ordinary shares to be listed: _______________________________________________
Shares issued in respect of dividend announced on : __________________________________ Ranking of shares: ____________________________________________________________
(if they do not rank pari passu, confirm that the new certificates have been endorsed accordingly, and provide a specimen copy of the endorsed certificate to the Exchange)
For issuers with a primary listing on SGX
Issue Price: __________________________________________________________________
The shares are issued pursuant to (tick one as appropriate):—
Specific shareholder approval obtained for the adoption of the Scrip Dividend Scheme on [Date of general meeting]; OR
Specific annual shareholder approval obtained for the issue of shares pursuant to the Scrip Dividend Scheme on [Date of general meeting] under Section 161 of the Act; OR
Shareholder approval obtained for the share issue mandate obtained pursuant to Listing Rule 806 on [Date of general meeting].
| (a) No. of shares at the time of mandate obtained | |
| (b) 20% of (a) [non-pro rata limit applicable under Rule 806] | |
| (c) Less: No. of shares previously issued under the mandate | |
| (d) Less: No. of shares to be issued for this dividend declared | |
| (e) No. of shares available under the mandate (b) – [(c)+(d)] |
The Board of Directors confirms that:—
(a) The Scrip Dividend Scheme is in force and it complies with the Exchange's listing requirements; and
(b) The issue price above has been determined in accordance with the Exchange's listing rules; and
(c) Where the shares are issued under the share issue mandate, the general share issue mandate obtained pursuant to Listing Rule 806 mentioned above is valid, available and sufficient for the issue of shares for this dividend declaration.
Enclosures:—
(1) A copy of the Return of Allotment (if any) filed with the relevant authority for the issue of the shares;
(2) Confirmation of despatch of Share / Stock Certificates;
(3) Cheque for additional listing fee;
(4) Letter of approval from the Home Exchange granting listing and quotation to the new shares
Note:—
(a) Enclosures (1) and (2) are applicable for primary listings only
(b) Enclosure (4) is applicable for secondary listings only
(c) Form must be submitted to CDP by 12 noon, 2 market days before listing date
Name: ____________________________________
Authorised Signature: ________________________
Designation: _______________________________
Date: _____________________________________
Added on 29 September 201129 September 2011.
Appendix 13.1 Notice of 3 Consecutive Years' Losses
(Cross-referenced from Rule 1312 and Practice Note 13.2)
Name of Issuer:_________________________ hereby gives notice that:
(i) it has recorded pre-tax losses for the 3 most recently completed consecutive financial years (based on audited full year consolidated accounts); and
(ii) its latest 6-month average daily market capitalisation as at ______________ is ______ .
The Company wishes to draw investors' attention to Rule 1311 of the Listing Manual which states that the Exchange will place an issuer on a watch-list if it records pre-tax losses for the 3 most recently completed consecutive financial years (based on audited full year consolidated accounts) and an average daily market capitalisation of less than S$40 million over the last 6 months.
Investors should also note that pursuant to Practice Note 13.2 Paragraph 2.2, the Exchange conducts half-yearly reviews to identify issuers to be included on the watch-list. The half-yearly review will take place on the first market day of June and December of each year. The Company will make an immediate announcement should it be notified by the Exchange that it will be placed on the watch-list.
Amended on 1 March 20161 March 2016 and 1 June 20201 June 2020.