This Chapter sets out the requirements of a prospectus, offering memorandum and introductory document. Apart from complying with Part II of this Chapter, investment funds, life science companies, mineral, oil and gas companies and special purpose acquisition companies must also comply with the requirements in Part III, Part IV, Part V and Part VI respectively.

Amended on 27 September 2013 and 3 September 2021.

A prospectus must comply with:

An offering memorandum or introductory docment must include information in sufficient detail to enable the targeted investors to have a full and proper understanding of the applicant's business, financial conditions, prospects, and risks.

The Exchange may require additional information to be disclosed in a particular case.

Where the securities of an issuer are listed, or will be simultaneously listed, on another stock exchange which is its home exchange, the issuer may incorporate the information required in this Chapter by reference to a recent prospectus or equivalent document lodged with, or to be simultaneously lodged with, the home exchange or regulatory body.

The Exchange will have regard to the International Disclosure Standards for Cross-Border Offerings and Initial Listings by Foreign Issuers published by the International Organization of Securities Commissions when considering the adequacy of disclosure.

Amended on 29 October 2025.

Where an issuer is seeking a secondary listing by way of an introduction pursuant to Rule 235, the introductory document should comply with the prospectus disclosure requirements in the SFA. Where there are differences between the prospectus disclosure requirements in the SFA and that of its home exchange, the issuer may consult the Exchange to resolve the specific issues.

Where an issuer is seeking a primary listing by way of an introduction pursuant to Rule 235, or where an issuer is seeking a listing through a reverse takeover pursuant to Rule 1015 or where a SPAC is seeking shareholders’ approval for a business combination, the introductory document or the shareholders' circular (as the case may be) must comply with the prospectus disclosure requirements in the SFA, with the necessary adaptations.

Amended on 3 September 2021.

Amended on 29 September 201129 September 2011 and 7 February 20207 February 2020.

The following additional information should be provided in the prospectus, offering memorandum, introductory document and shareholders' circular:

(1) A statement to appear prominently on the cover page of the document that an application has been made to Singapore Exchange Securities Trading Limited ("SGX-ST") for permission to list all the securities of the issuer already issued as well as those securities which are the subject of this issue. Such permission will be granted when the issuer has been admitted to the Official List. Acceptance of applications will be conditional upon issue of the securities and upon permission being granted to list all the issued securities of the issuer. Monies paid in respect of any application accepted will be returned if the said permission is not granted.

(2) A statement that Singapore Exchange Securities Trading Limited ("SGX-ST") assumes no responsibility for the correctness of any of the statements or opinions made or reports contained in this document. Admission to the Official List is not to be taken as an indication of the merits of the issuer or of the securities.

(3) A statement by directors and vendors (where the issue involves the sale of vendor shares) in the form set out in Practice Note 12.1.

(4) In the case of an introductory document or an offering memorandum, a statement as required in Practice Note 12.1.

(5) The board must comment on the adequacy and effectiveness of the issuer's internal controls (including financial, operational, compliance and information technology controls) and risk management systems. A statement on whether the audit committee concurs with the board's comment must also be provided. Where material weaknesses are identified by the board or the audit committee, they must be disclosed together with the steps to address them.

(6) A statement by the issuer's audit committee that, after making all reasonable enquiries, and to the best of their knowledge and belief, nothing has come to the attention of the audit committee members to cause them to believe that the person appointed as the chief financial officer (or its equivalent rank) does not have the competence, character and integrity expected of a chief financial officer (or its equivalent rank) of a listed issuer.

(7) Where as required by any relevant law applicable to the issuer and/or any of its principal subsidiaries, any legal representative(s) (or person(s) of equivalent authority, however described) has been appointed or designated with sole powers to represent, exercise rights on behalf of, and enter into binding obligations on behalf of, the issuer or that principal subsidiary:

(a) Identity of the legal representative(s) (or person(s) of equivalent authority);

(b) Powers and responsibilities of the legal representative(s) (or person(s) of equivalent authority);

(c) Any risks in relation to the appointment, including concentration of authority and impediments to their removal; and

(d) A description of the processes and procedures put in place to mitigate the risks in relation to the appointment and an opinion by the board on the adequacy of these processes and procedures.

(8) A statement by the issuer whether any of the independent directors of the issuer sits on the board of its principal subsidiaries that are based in jurisdictions other than Singapore.

(9) In the case of debt securities, the following information must also be provided:—

(a) Principal terms and conditions of issue to be publicly offered, including issue price, redemption price, form, rate of interest, guarantees constituted in favour of holders of debt securities and maturity date;

(b) Financial covenants of the issuer, including those concerning capital increases (in the case of convertible debt securities issues) and issues of other forms or series of debt securities;

(c) Definition of events constituting defaults and effect upon acceleration of maturity of debt securities;

(d) Provisions for modifications of terms and conditions of debt securities to be publicly offered; and

(e) Name and provisions concerning functions, rights and obligations of representative of debt securities holders.

(10) In the case of a dual class share structure, the following information must also be prominently provided:—

(a) A statement on the cover page of the document that the issuer is a company with a dual class share structure;

(b) Details of the dual class share structure and its associated risks;

(c) The rationale for adopting the dual class share structure;

(d) Matters that are subject to the enhanced voting process and the implications to holders of ordinary voting shares;

(e) Key provisions of the Articles of Association or other constituent documents relating to the dual class share structure; and

(f) The following details for each holder of multiple voting shares:

Apart from complying with applicable law and Part II of this Chapter, a prospectus issued by an investment fund must also contain the additional information set out in this Part. An offering memorandum or introductory document issued by an investment fund in connection with a listing on the Exchange must also contain the information required in this Part. If the investment fund is a unit trust, references to "share" mean "unit" and the items must be adapted accordingly so that the equivalent information is given.

The document must include a statement that "an application has been made to the Singapore Exchange Securities Trading Limited ("SGX-ST") for permission to list all the shares of the investment fund, including shares which are the subject of this issue and the Exchange assumes no responsibility for the correctness of any of the statements made or opinions expressed in this prospectus and admission to the Official List is not an indication of the merits of the investment fund or its shares.

In relation to the investment fund, state the following:—

In relation to the investment manager, investment adviser, administration agent and custodian, state the following:—

In respect of the investment manager, state the following:—

In respect of the investment adviser, information on other investment managers it advises.

Details of the investment objectives, including capital and income objectives and the investment policy, including a summary of the restrictions which will be observed on the investment of the investment fund's assets and the intended diversification of assets by country or region and, in the case of a newly-formed investment fund, a statement that such an investment policy will be adhered to for at least three years following the issue of the prospectus, offering memorandum or introductory document, unless otherwise agreed by the shareholders of the investment fund by a special resolution in general meeting. The investment fund should also disclose the extent to which it intends to invest in options, warrants, commodities, futures contracts, unlisted securities and precious metals and must include an appropriate negative statement if it intends not to invest in any such investments.

Details of the investment fund's foreign exchange policy and in particular, details of any foreign exchange controls or restrictions of relevance to the investment fund or its investment policy or objectives.

Particulars of the investments:—

Amended on 7 February 20207 February 2020.

Calculations of the value of net assets of the investment fund.

For a unit trust, the following additional information is required:—

The following information must be included with respect to the buying and selling of units in the unit trust:—

Apart from complying with applicable law and Part II of this Chapter, a prospectus or an offering memorandum or introductory document issued by a life science company in connection with a listing on the Exchange, should contain the additional information set out in Practice Note 6.2.

Apart from complying with applicable law and Part II of this Chapter, a prospectus or an offering memorandum or introductory document issued by a mineral, oil and gas company in connection with a listing on the Exchange, should contain the additional information set out in Practice Note 6.3.

Added on 27 September 201327 September 2013.

Apart from complying with applicable law and Part II of this Chapter, a prospectus issued by a SPAC in connection with a listing on the Exchange, should contain the following additional information:

(1) Full disclosure of the issuer’s structure and inherent risk factors;

(2) Acquisition mandate and conditions (including the target business sector, types of asset, or geographic area for the purposes of undertaking a business combination);

(3) Business strategy including selection criteria or factors of the business combination;

(4) A statement by the directors of the issuer that the issuer has not (a) entered into a written binding acquisition agreement; or (b) engaged in advanced negotiations with high certainty of entering into a written binding acquisition agreement, with respect to a potential business combination;

(5) Profile including the track record and repute of the founding shareholders and the management team (including investment, merger and acquisition and/or operating experience, and ability to create value for shareholders);

(6) Terms of (a) the initial investment in the issuer by; and (b) the benefits and/or rewards prior to or upon completion of the business combination that would be provided to, the founding shareholders, the management team, and their associates (including justification for any discounts to the initial investment, and value of the benefits and/or rewards, and commentary on the alignment of their interests with the interests of other shareholders);

(7) Prominent disclosure on the (a) impact of dilution to shareholders due to (i) there being less equity contribution from the founding shareholders, the management team, and their associates in respect of their equity interests and such other known dilutive factors or events; and (ii) the conversion of any warrants or other convertible securities issued by the issuer in connection with the IPO including the maximum percentage dilution limit established in accordance with Rule 210(11)(k) and the basis for the established limit; and (b) mitigating measures taken to minimize impact of dilution to shareholders;

(8) Nature of the permitted investment(s) made with the escrowed funds by the escrow agent, as well as any intended use of the interest or other proceeds earned on the escrowed funds from the permitted investment(s);

(9) Voting, redemption and liquidation rights of shareholders. This includes (a) basis of computation for pro rata entitlement in the event of a redemption of shares and liquidation of the issuer; (b) any threshold on the aggregate percentage of shares owned by shareholders who exercise their redemption rights beyond which the issuer will not proceed with the business combination, and the basis for the quantum set; and (c) the terms and procedures for the liquidation distribution upon failure to meet the permitted time frame to complete a business combination;

(10) The limit as to the maximum number of shares with respect to which an independent shareholder, together with any associates or persons acting jointly or in concert, may exercise a redemption right (if applicable);

(11) Pertinent terms of any arrangement or agreement with the founding shareholders and/or the management team. This includes the nature and extent of management compensation such as whether the directors and the executive officers will be entitled to any compensation prior to consummation of the business combination, and if so, the basis for such management compensation taking into account any equity interests given, and the estimated annual aggregate compensation to be paid to the directors and the executive officers prior to consummation of the business combination;

(12) Pertinent terms of any side voting arrangement or agreement respectively entered into by the SPAC and /or founding shareholders with other shareholders including the impact of such arrangement or agreement to shareholders;

(13) Potential conflicts of interest between the issuer and the founding shareholders, the directors and the management team, and their associates (including measures (if any) to address potential conflicts of interest where the issuer pursues a business combination target in which the aforementioned persons or entity have an interest in);

(14) Potential conflicts of interests a financial advisor and underwriters may have in providing additional services to the issuer such as identifying potential business combination targets, including description of the potential additional services, fees and commissions, and whether any commissions are conditional and deferred;

(15) With reference to Rule 210(11)(n)(i), in the event a material change occurs prior to completion of the business combination in relation to the profile of the founding shareholders and/or the management team which may be critical to the successful founding of the issuer and/or successful completion of the business combination, the issuer will seek a majority approval of at least 75% of the votes cast by independent shareholders at a general meeting to be convened;

(16) Valuation methodologies intended to be used in valuing the business combination, if known;

(17) Confirmation by the directors of the issuer that the issuer will not obtain any form of debt financing and provide financial assistance other than in accordance with Rules 210(11)(l)(ii) and (iii); and

(18) Information required in Rule 832 (where warrants or other convertible securities are issued by the issuer in connection with the IPO).

Added on 3 September 2021 and amended on 29 October 2025.

Apart from complying with applicable law and Part II of this Chapter, a shareholders’ circular issued by a SPAC in connection with the business combination, should contain the additional information set out in Practice Note 6.4.

Added on 3 September 2021.