This Chapter sets out the requirements and procedures for an issuer seeking admission to the Official List and a listing of its equity securities on the Global Listing Board.

(1) The Exchange has absolute discretion concerning the admission of an issuer to the Official List and may vary the requirements in this Chapter, subject to such approval or regulatory requirements as may be required by applicable law. 

(2) The Exchange may approve applications for listing unconditionally or subject to conditions, or may reject applications for listing, as it thinks appropriate and in its absolute discretion. The Exchange also reserves the right to vary any such conditions or impose additional conditions. 

In reviewing a listing application, the Exchange will consider a number of factors, including: 

(1) the issuer’s ability to satisfy the quantitative standards for initial listing set out in the Rules; 

(2) the disclosures provided in the prospectus; and 

(3) the information and documentation submitted over the course of the listing application review process.  

An issuer applying for listing of its equity securities on the Global Listing Board must meet the following conditions. The Exchange may, in its absolute discretion, waive or modify compliance with such conditions:

(1) Shareholding Spread

An issuer must have at least 500 shareholders worldwide and an arrangement must be in place to facilitate the movement of securities between U.S. and Singapore.

(2) Quantitative Standards

An issuer must:

(a) have a market capitalisation of at least S$2 billion based on the issue price and post-invitation issued share capital; and

(b) satisfy one of the following requirements:

Further details are set out in Practice Note 2.1.

(3) Primary Listing on the Nasdaq Global Select Market

An issuer applying for admission to the Official List must be primary listed on the Nasdaq Global Select Market on or before the date of admission.

(1) The financial statements submitted with the listing application, and future periodic financial reports, must be prepared in accordance with, or reconciled to, Singapore Financial Reporting Standards (International), International Financial Reporting Standards, or U.S. Generally Accepted Accounting Principles. 

(2) The annual financial statements must be audited by certified public accountants in accordance with Singapore Standards on Auditing, International Standards on Auditing, U.S. Generally Accepted Auditing Standards, or auditing standards of the Public Company Accounting Oversight Board (United States).

All securities will be quoted in Singapore dollars or United States dollars, unless the Exchange agrees to a quotation in another foreign currency. Issuers are encouraged to consult the Exchange if they prefer a quotation in another foreign currency.

Arrangements satisfactory to the Exchange must be made to enable shareholders in Singapore to register their shareholdings promptly.

An issuer without a Singapore resident independent director must engage a Singapore-based compliance adviser, unless otherwise allowed by the Exchange.

Unless the Exchange prescribes otherwise, equity securities of an issuer may only be listed on the Exchange if such equity securities, or, if applicable, the underlying shares or sponsored ADRs related to such securities, are listed on Nasdaq and are eligible for trading on a U.S. national securities exchange, whether through registration with the SEC or otherwise.

(1) The issuer may distribute its securities by way of a placement, book-building or other methods, subject to compliance with the Rules and such other conditions as the Exchange may consider appropriate.

(2) The issuer must issue a prospectus in connection with an offering of securities for subscription or sale and such prospectus must comply with Chapter 3.

(1) The issuer must conduct an offering of securities for subscription or sale in Singapore. For the purposes of this Rule, an offering of securities for subscription or sale in Singapore is one pursuant to which securities allocated from the offering of securities for subscription or sale will be settled through and deposited with CDP ("Singapore Tranche").

(2) Unless the Exchange determines otherwise, the issuer must ensure that the allocation of securities to the Singapore Tranche is at least 15% in value of the global initial public offering of securities, or S$75 million, whichever is higher.

(3) In relation to the Singapore Tranche, the issue manager, underwriter, lead broker, distributor, or any of their connected clients or their discretionary managed portfolios (whether proprietary or not) must not be allocated or allotted more than 25% of the securities made available for placement by each of them respectively. This Rule does not apply to securities taken up pursuant to an underwriting or sub-underwriting agreement.

(4) The issuer must ensure that at least 5% in value of the Singapore Tranche, or S$50 million, whichever is lower, is reserved and made available for allocation to one or more designated retail brokers that are listed on the Exchange’s website ("Retail Broker Tranche"). Where there is insufficient demand from the Retail Broker Tranche, the issuer may reallocate the shortfall in demand from the Retail Broker Tranche to the rest of the Singapore Tranche.

An issue of securities in connection with a listing on the Exchange can be made with or without it being underwritten. An issuer which proposes to make an issue without underwriting should consult the Exchange as early as possible.

The Exchange determines an issuer’s compliance with listing requirements. An issuer may consult the Exchange to resolve specific issues prior to the submission of an application. Unless the Exchange prescribes otherwise, the following sets out the usual main steps in the process for satisfying the Exchange that listing requirements have been complied with. Further details are found in Practice Note 2.2:

(1) the issuer submits to the Exchange one copy of the listing application prepared in compliance with Rules 214 and 215.

(2) the Exchange considers whether the application satisfies the listing requirements and will decide whether to issue an eligibility-to-list letter (with or without conditions). Listing will not be permitted until all terms and conditions set out in the eligibility-to-list letter have been satisfied. Where necessary, prior to the issuance of an eligibility-to-list letter, the Exchange may issue a no-objection letter as a procedural indication that, based on information available at that time, the Exchange has not identified any matters that would preclude the issuer from proceeding with the lodgement of a prospectus.

(3) where a prospectus is required to be issued, the issuer lodges the prospectus with the Authority or, if applicable, its assistant, and submits a final copy to the Exchange, if required.

(4) if deemed necessary, the Exchange will inform the issuer of any further information (additional to what is prescribed) that is required to be disclosed prior to commencement of trading. The issuer decides whether to include this information in its prospectus, or to make pre-quotation disclosure through an announcement to the Exchange. Pre-quotation disclosure must be made not later than the market day before trading commences.

(5) on satisfaction of the terms and conditions expressed in the eligibility-to-list letter, the issuer is admitted to the Official List at the absolute discretion of the Exchange. Trading of its securities commences on a date determined by the Exchange either on a deferred settlement basis or ready basis or such other basis as the Exchange may approve.

The listing application is intended to place before the Exchange the information required to assess compliance with the admission requirements for admission to the Official List and the listing of its securities for public trading on the Global Listing Board. The issuer, its issue manager and all professionals appointed by the issuer in Singapore who are involved in the preparation of the listing application must therefore ensure that all information that is material to the Exchange's decision on the application is made available promptly to the Exchange. Rule 412 applies to information supplied as part of an application.

The application must include:

(1) particulars as required in a form as prescribed by the Exchange, accompanied by a checklist showing compliance with this Chapter;

(2) all SEC registration statement submissions and filings (public or confidential), a copy of the original Nasdaq listing application, all related SEC and Nasdaq correspondences and any other additional information and supporting documentation submitted to the SEC and Nasdaq in connection with its proposed listing on the Nasdaq Global Select Market, unless otherwise prescribed by the Exchange;

(3) the prospectus. The document must comply with applicable law and should be accompanied by a checklist showing compliance with the relevant regulation(s) and schedule(s) of the SF(GLB)R;

(4) the memorandum and articles of association or other constituent document, and if applicable, the deposit agreement (incorporating all amendments made to date) which has been filed with the SEC;

(5) particulars of each of the issuer’s directors, executive officers and controlling shareholders in a form prescribed by the Exchange; and

(6) the requisite listing fee.

(1) The issuer must promptly (a) notify the Exchange of all material developments related to the application and supplement its application whenever there is a material addition to or change in information, documentation or responses previously furnished; and (b) provide to the Exchange all further correspondence with the SEC and Nasdaq in connection with its proposed listing on the Nasdaq Global Select Market.

(2) The Exchange may require an issuer to provide additional information and documents (including, where applicable, the letters of consents to act from directors and professional firms) which it requires for a proper consideration of the application. The Exchange may reject an application for listing if the issuer fails to provide such information within a reasonable period of time or if any communication to the Exchange contains a material misrepresentation or omits material information necessary to make the communication to the Exchange not misleading.

As soon as practicable after the issuer receives the eligibility-to-list letter from the Exchange but before trading commences, unless otherwise allowed by the Exchange, the following must be submitted:

(1) a signed listing undertaking in the form set out in Appendix 2.1;

(2) such information, documents and arrangements as CDP may require in connection with the crediting and deposit of the issuer’s equity securities with CDP;

(3) confirmation by the issuer that:

(a) prior to listing on the Exchange, the issuer is or will be primary listed on the Nasdaq Global Select Market and the issuer is subject to the Nasdaq Listing Rules; and

(b) prior to listing on the Exchange, an announcement will be made via SGXNET on the final offer price and number of securities offered under the global initial public offering, unless such information has been disclosed in a final prospectus filed with the SEC and announced via SGXNET;

(4) confirmation by the issue manager that Rules 204(1), 204(2)(a) and 211 have been complied with. The Exchange may require a list of the placees for the Singapore Tranche to be submitted; and

(5) confirmation by the issue manager and the issuer that arrangements satisfactory to the Exchange are in place to ensure, after trading begins in the issuer’s securities in Singapore: (a) orderly trading in the market; and (b) timely settlement of trades, including but not limited to, procedures for the registration and, where applicable, the deposit and withdrawal of the issuer’s securities in Singapore.