Definitions and Interpretation

The following terms, unless the context requires otherwise, have the following meanings:

A B C D E F G H I J K L M N O P Q R S T U V W X Y Z

Term	Meaning
A
"Accountants Act"	the Accountants Act (Chapter 2) of Singapore and any statutory modification or re-enactment thereof
"admission"	admission of securities to the Official List of the Exchange
"annual accounts"	the financial statements for the financial year in question, including the balance sheet, the profit and loss accounts, and the notes to the accounts
"Appeals Committee"	the Appeals Committee referred to in Chapter 3
"associate"	(a) in relation to any individual, including a director, chief executive officer, substantial shareholder or controlling shareholder (being an individual) means: (i) his immediate family; (ii) the trustees of any trust of which he or his immediate family is a beneficiary or, in the case of a discretionary trust, is a discretionary object; and (iii) any company in which he and his immediate family together (directly or indirectly) have an interest of 30% or more (b) in relation to a substantial shareholder or a controlling shareholder (being a company) means any other company which is its subsidiary or holding company or is a subsidiary of such holding company or one in the equity of which it and/or such other company or companies taken together (directly or indirectly) have an interest of 30% or more
"associated company"	a company in which at least 20% but not more than 50% of its shares are held by the listed company or group
"Authority"	the Monetary Authority of Singapore or any other authority named as such under the Securities and Futures Act
B
"borrowing company"	means a company that is or will be under a liability (whether or not such liability is present or future) to repay any money received or to be received by it in response to an invitation to the public to subscribe for or purchase debt securities of the company
C
"CDP" or "Depository"	The Central Depository (Pte) Limited
"capital"	share capital including preference shares
"class"	equity securities or debt securities, the rights of which are identical (and in addition, for debt securities, which form a single issue or series). For this purpose a temporary difference, such as for the next dividend payment, is ignored
"chief executive officer"	the most senior executive officer who is responsible under the immediate authority of the board of directors for the conduct of the business of the issuer
"circular"	a document issued to holders of listed securities in connection with seeking the holders' approval, excluding notices of meeting, annual reports and accounts, interim accounts and proxy forms
"Code"	the Code of Corporate Governance, as from time to time amended, modified or supplemented
"Companies Act"	the Companies Act (Chapter 50) of Singapore and any statutory modification or re-enactment thereof
"company warrants"	equity securities carrying rights to subscribe for or purchase shares from the issuer
"conflicts of interest"	situations as described in Rule 417 of this Manual
"connected persons"	in relation to a company means a director, chief executive officer or substantial shareholder or controlling shareholder of the company or any of its subsidiaries or an associate of any of them
"continuing activities"	the activities set out in Rule 226 which are undertaken by a sponsor in advising an issuer on compliance with the continuing obligations under the Rules
"continuing sponsor"	a sponsor who is authorised by the Exchange to conduct continuing activities
"control"	the capacity to dominate decision-making, directly or indirectly, in relation to the financial and operating policies of a company
"controlling interest"	the interest of the controlling shareholder(s)
"controlling shareholder"	a person who: (a) holds directly or indirectly 15% or more of the nominal amount of all voting shares in the company. The Exchange may determine that a person who satisfies this paragraph is not a controlling shareholder; or (b) in fact exercises control over a company
"convertible debt securities"	debt securities convertible into or exchangeable for equity securities, and debt securities with non-detachable options, warrants or similar rights to subscribe for or purchase equity securities attached
"convertible equity securities"	units of shares including, but not limited to, options, warrants, or other transferable rights to subscribe for or purchase shares
"convertible securities"	convertible equity securities or convertible debt securities
"corporate finance advisory work"	providing advice: (a) to any person concerning compliance with laws or regulatory requirements (including the listing rules of the Exchange) relating to the raising of funds; or (b) to a person making an offer to: (i) subscribe for or purchase securities; or (ii) to sell or dispose of securities concerning that offer; or (c) concerning the arrangement, reconstruction or takeover of a corporation or any of its assets or liabilities; or (d) concerning the takeover of a business trust or any of its assets or liabilities held by the trustee manager on behalf of the business trust
D
"debt securities"	debentures, units of debentures, and securities (other than equity securities) classified by the Exchange as debt securities
"Disciplinary Committee"	the Disciplinary Committee referred to in Chapter 3
E
"equity securities"	shares (including preference shares) and convertible equity securities, and securities (other than debt securities) classified by the Exchange as equity securities
"Exchange's listing rules", "Rules" or "this Manual"	the provisions of this Manual (excluding the Code and the Practice Notes) as from time to time amended, modified or supplemented
"executive officers"	the management team (excluding directors) of an issuer, including its chief executive officer, chief financial officer, chief operating officer and any other individual, regardless of title, who (a) performs or has the capacity to perform any function or responsibility equivalent to that of the foregoing persons or (b) is responsible for ensuring that the issuer complies with its obligations under the Rules
"existing issuer"	an issuer on the SGX Sesdaq market at the date of the introduction of the Rules
F
"financial assistance"	includes:— (a) the lending of money, the guaranteeing or providing security for a debt incurred or the indemnifying of a guarantor for guaranteeing or providing security; and (b) the forgiving of a debt, the releasing of or neglect in enforcing an obligation of another, or the assuming of the obligations of another
"financial year"	in relation to any company, means the period in respect of which any profit and loss accounts of the corporation laid before it in general meeting is made up, whether that period is a year or not
"foreign issuer"	an issuer incorporated or otherwise established outside Singapore
"Former Sesdaq Rules"	the Main Board Listing Rules applicable to Sesdaq companies immediately before the introduction of the Catalist Rules, as amended from time to time
"full sponsor"	a sponsor who is authorised by the Exchange to conduct introducing activities, whether or not it also conducts continuing activities. This includes a financial adviser advising on introducing activities.
G
"group"	unless specifically defined elsewhere, the issuer and its subsidiaries, if any (and the guarantor company, if any)
"guarantor company"	in relation to a borrowing company, means a company that has guaranteed or has agreed to guarantee the repayment of any money received or to be received by the borrowing company in response to an invitation to the public to subscribe for or purchase debt securities of the borrowing company
I
"immediate family"	in relation to a person, means the person's spouse, child, adopted child, step-child, sibling and parent
"independent qualified person"	a qualified person that fulfils the following requirements: (i) the qualified person must not be a sole practitioner; (ii) if the qualified person producing the report is not a partner or director of his firm, the report must also be signed off by a partner or director, an authorised representative on behalf of the firm; (iii) the qualified person and his firm's partners, directors, substantial shareholders and their associates must be independent of the issuer, the issuer's directors, the issuer's substantial shareholders, the issuer's advisers and their associates; (iv) the qualified person and his firm's partners, directors, substantial shareholders and their associates must not have any interest, direct or indirect, in the issuer, the issuer's subsidiaries or associated companies, and will not receive benefits (direct or indirect) other than remuneration paid to the qualified person in connection with the qualified person's report; and (v) remuneration paid to the qualified person or the qualified person's firm in connection with the qualified person's report must not be dependent on the findings of the qualified person's report.
"introducing activities"	the activities set out in Rule 225 undertaken by a sponsor in preparing a listing applicant for admission or advising an issuer in a very substantial acquisition or reverse takeover
L
"listed"	admitted to the Official List of the Exchange and not removed
"listing applicant" or "issuer"	a company or other legal person or undertaking, some or all of whose securities are the subject of an application for listing, or have been admitted to listing, on Catalist
"listing confirmation"	the listing confirmation set out in Appendix 4B
"Listing Manual"	the provisions of Sections A and B of this Manual (excluding the Best Practices Guide, the Code and the Practice Notes) as from time to time amended, modified or supplemented
M
"Main Board Listing Rules"	the SGX-ST listing rules for the SGX Main Board
"managerial position"	means a position equivalent to, or more senior than, the head of a department or division (whether organized by function, product or territory)
"market"	refers to a market as contemplated under the SFA that is operated by the Exchange
"market day"	a day on which the Exchange is open for securities trading
"member company"	an entity that has been approved as a Clearing Member Company or a Non-Clearing Member Company of SGX-ST in accordance with the rules of SGX-ST, as in effect from time to time
"mineral, oil and gas company"	a company whose principal activities consist of exploration, development or production of mineral, oil or gas. This excludes companies that purely provide services or equipment to other companies engaged in such activities
O
"Offeror Concert Party Group"	the offeror and parties acting in concert with it, where the expression "acting in concert" has the meaning ascribed to it under the Takeover Code
"OFR Guide"	Guide for the operating and financial review issued by the Council on Corporate Disclosure and Governance
"offer document"	the document referred to in Rule 407
"offer information statement"	an offer information statement as defined in Rule 865 (where lodged with the Exchange), or as defined in the SFA (where lodged with the Authority)
"Official List"	the list of issuers maintained by the Exchange in relation to Catalist
P
"poll"	method of voting under which shareholders are given one vote for each share held
"Practice Notes"	the practice notes issued by the Exchange from time to time under and pursuant to Rule 108, as may be amended, modified or supplemented from time to time
"preliminary offer document"	an offer document that does not contain the information set out in the Second Schedule, Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018
"principal subsidiary"	a subsidiary whose latest audited consolidated pre-tax profits (including discontinued operations that have not been disposed and excluding the non-controlling interest relating to that subsidiary) as compared with the latest audited consolidated pre-tax profits of the group (including discontinued operations that have not been disposed and excluding the non-controlling interest relating to that subsidiary) accounts for 20% or more of such pre-tax profits of the group
"prominently"	in print, no smaller than the main text of the document, and positioned on the front cover
"promoters"	(a) controlling shareholders and their associates; and (b) executive directors with an interest in 5% or more of the issued share capital excluding subsidiary holdings at the time of listing.
"property valuation report"	a report that meets the following minimum requirements: (a) is prepared by a property valuer in accordance with the property valuation standards; and (b) states the name, professional qualifications and the relevant licence registration number of the property valuer in charge of the valuation, and the standards employed by the property valuer
"property valuation standards"	(a) for real properties located in Singapore, the standards set by the Singapore Institute of Surveyors and Valuers; or (b) for real properties located outside of Singapore, the International Valuation Standards or the relevant local standards for real property prescribed by a recognised professional body or relevant authority in the country where the real property is located
"property valuer"	a person who meets the following minimum requirements: (a) the property valuer must: (i) for valuation to be conducted for real properties located in Singapore, be a holder of an appraiser’s licence issued by the Inland Revenue Authority of Singapore and a member of the Singapore Institute of Surveyors and Valuers; or (ii) for valuation to be conducted for real properties located outside of Singapore, have a licence issued by a relevant authority to perform property valuation in the relevant market. If there is no licensing requirement in the relevant market, such property valuer must be a member of a recognised professional body which has disciplinary powers to suspend or expel the member; (b) the property valuer has at least five years of experience in valuing real properties in a similar industry and area as the real property in which the valuation is to be conducted; (c) the property valuer and his firm must be independent of the issuer. The property valuer, his associates and any of his firm’s partners or directors cannot be a substantial shareholder, director or employee of the issuer or any of the issuer’s subsidiaries. His firm must not be a related corporation or a substantial shareholder of the issuer or any of the issuer’s subsidiaries; (d) the property valuer must not be a sole practitioner; and (e) the property valuer must not have been found to be in breach of any rule or law relevant to real property valuation and is not: (i) denied or disqualified from membership of or licensing from; (ii) subject to any sanction imposed by; (iii) the subject of any disciplinary proceedings by; or (iv) the subject of any investigation which might lead to disciplinary action by, any professional body or authority relevant to real property valuation
"public"	persons other than: (a) directors, chief executive officer, substantial shareholders, or controlling shareholders of the issuer or its subsidiary companies; and (b) associates of the persons in paragraph (a)
Q
"qualified person"	a person who has the appropriate experience in the type of activity undertaken or to be undertaken by a mineral, oil and gas company, meeting the following minimum requirements: (a) is professionally qualified and a member or licensee in good standing of a relevant Recognised Professional Association; (b) has at least five years of relevant professional experience in the estimation, assessment and evaluation of: (i) the mineral or minerals, oil or gas that is under consideration; and (ii) the activity which the issuer is undertaking; and (c) has not been found to be in breach of any relevant rule or law and is not: (i) denied or disqualified from membership of; (ii) subject to any sanction imposed by; (iii) the subject of any disciplinary proceedings by; or (iv) the subject of any investigation which might lead to disciplinary action by, any relevant regulatory authority or professional association.
"qualified person's report"	a report prepared by a qualified person in accordance with paragraph 5 of Practice Note 4C.
R
"Recognised Professional Association"	a self-regulatory organisation of professionals recognised by the Exchange in the mineral, oil or gas industries which: (a) admits members on the basis of academic qualifications and experience; (b) requires compliance with organisation's professional standards of competence and ethics established; and (c) has disciplinary powers to suspend or expel a member.
"record date"	the date fixed by an issuer for the purpose of determining entitlements to dividends, rights, allotments or other distributions of holders of its securities
"registration notice"	the notice issued by the Exchange upon the registration of an offer document under section 240(1)(a)(iii) of the SFA by the Exchange acting as agent of MAS
"relative"	(a) a person's immediate family; and (b) in relation to the persons in paragraph (a), means that person's spouse, child, adopted child, step-child, sibling, or parent
"reserves"	the following meanings, or their equivalent under the relevant Standard used: (a) with regard to minerals, the economically mineable part of a Measured and/or Indicated resource. It includes diluting materials and allowances for losses which may occur when the material is mined or extracted and is defined by studies at pre-feasibility or feasibility level as appropriate that include application of modifying factors. Such studies demonstrate that, at the time of reporting, extraction could reasonably be justified. Reserves can be further categorised as: (i) "Proved Reserve" is the economically mineable part of a Measured Mineral Resource. A Proved Reserve implies high degree of confidence in the modifying factors; and (ii) "Probable Reserve" is the economically mineable part of an Indicated, and in some circumstances, a Measured Mineral Resource. The confidence in the modifying factors applying to a Probable Reserve is lower than that applying to a Proved Reserve; (b) with regard to oil and gas, those quantities of petroleum anticipated to be commercially recoverable by application of development projects to known accumulations from a given date forward under defined conditions. Reserves can be further categorised as: (i) "Proved Reserve" is an incremental category of estimated recoverable volumes associated with a defined degree of uncertainty. Proved Reserves are those quantities of petroleum which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be commercially recoverable, from a given date forward, from known reservoirs and under defined economic conditions, operating methods, and government regulations. If deterministic methods are used, the term reasonable certainty is intended to express a high degree of confidence that the quantities will be recovered. If probabilistic methods are used, there should be at least a 90% probability that the quantities actually recovered will equal or exceed the estimate; (ii) "Probable Reserve" is an incremental category of estimated recoverable volumes associated with a defined degree of uncertainty. Probable Reserves are those additional Reserves that are less likely to be recovered than Proved Reserves but more certain to be recovered than Possible Reserves. It is equally likely that actual remaining quantities recovered will be greater than or less than the sum of the estimated Proved Reserves plus Probable Reserves (2P). In this context, when probabilistic methods are used, there should be at least a 50% probability that the actual quantities recovered will equal or exceed the 2P estimate; and (iii) "Possible Reserve" is an incremental category of estimated recoverable volumes associated with a defined degree of uncertainty. Possible Reserves are those additional reserves which analysis of geoscience and engineering data suggests are less likely to be recoverable than Probable Reserves. The total quantities ultimately recovered from the project have a low probability to exceed the sum of Proved Reserves plus Probable Reserves plus Possible Reserves (3P), which is equivalent to the high estimate scenario. When probabilistic methods are used, there should be at least a 10% probability that the actual quantities recovered will equal or exceed the 3P estimate.
"resources"	the following meanings, or their equivalent under the relevant Standard used: (a) with regard to minerals, a concentration or occurrence of solid material of economic interest in or on the earth's crust in such form, grade (or quality), and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality), continuity, and other geological characteristics of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge, including sampling. Mineral Resources are sub-divided, in order of decreasing geological confidence, into: (i) "Measured Resource" is that part of a Mineral Resource for which quantity, grade (or quality) densities, shape, physical characteristics, are estimated with a confidence sufficient to allow the application of modifying factors to support detailed mine planning and final evaluation of the economic viability of the deposit. Geological evidence is derived from detailed and reliable exploration, sampling and testing gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes, and is sufficient to confirm geological and grade (quality) continuity between points of observation where data and samples are gathered; (ii) "Indicated Resource" is that part of a Mineral Resource for which quantity, grade (or quality), densities, shape, physical characteristics are estimated with a sufficient confidence to allow the application of modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Geological evidence is derived from adequately detailed and reliable exploration, sampling and testing gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes, and is sufficient to assume geological and grade (or quanity) continuity between points of observation where data and samples are gathered; and (iii) "Inferred Resource" is that part of a Mineral Resource for which quantity, and grade (or quality) are estimated on a basis of limited geological evidence and sampling. Geological evidence is sufficient to imply but not verified geological and grade continuity. It is based on exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes. (b) with regard to oil and gas, refers to (i) "Contingent Resources" are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations by application of development projects, but which are not currently considered to be commercially recoverable due to one or more contingencies; and (ii) "Prospective Resources" are those quantities of petroleum which are estimated, as of a given date, to be potentially recoverable from undiscovered accumulations.
"Rule" or "the Rules"	any or all of the rules in Section B of the Listing Manual, as the case may be
S
"SFA"	the Securities and Futures Act (Chapter 289) of Singapore and any statutory modification or re-enactment thereof
"SGX"	Singapore Exchange Limited
"SGX-ST" or "the Exchange"	Singapore Exchange Securities Trading Limited
"SGX Main Board"	SGX-ST Main Board
"SGXNET"	Singapore Exchange Network, a system network used by listed companies in sending information and announcements to the Exchange or any other system networks prescribed by the Exchange for the purpose of the Exchange making that information available to the market
"SGX RegCo"	Singapore Exchange Regulation Pte. Ltd.
"SGX RegCo Board"	SGX RegCo's board of directors
"scripless system"	system under which trading of securities is settled on a book-entry basis
"scrip counters"	issuers whose transactions in their securities are settled by physical delivery of the certificates relating to such securities
"securities"	debt securities, equity securities and investment funds
"securities account"	the securities account maintained by a depositor with CDP
"sponsor"	a full sponsor or continuing sponsor
"Standard"	the standards:— (a) under one of the following codes or guidelines: with regard to minerals, (i) National Instrument 43-101 Standards of Disclosure for Minerals Projects ("NI43-101"), including Companion Policy 43-101, promulgated by the Canadian Securities Administrators (ii) Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves promulgated by the Joint Ore Reserves Committee of the Australasian Institute of Mining and Metallurgy, Australian Institute of Geoscientists and Minerals Council of Australia ("JORC Code"); (iii) Pan European Standard for Reporting of Exploration Results, Mineral Resources and Mineral Reserves ("PERC Standard"); and (iv) Australian Code for Public Reporting of Technical Assessments and Valuations of Mineral Assets promulgated by the VALMIN Committee ("VALMIN Code"), with regards to valuations; with regard to oil and gas, (v) Petroleum Resource Management System promulgated by the Society of Petroleum Engineers, the World Petroleum Council, the American Association of Petroleum Geologists and the Society of Petroleum Evaluation Engineers ("SPE-PRMS"); (b) as promulgated by one of the following organisations: with regard to minerals, (i) Australasian Joint Ore Reserves Committee ("JORC"); (ii) Pan European Reserves and Resources Reporting Committee ("PERC"); (iii) Canadian Institute of Mining, Metallurgy and Petroleum ("CIM"); (iv) The Canadian Securities Administrators ("CSA") with regard to oil and gas, (v) Society of Petroleum Engineers ("SPE"); (vi) World Petroleum Council ("WPC"); (vii) the American Association of Petroleum Geologists ("AAPG"); and (viii) the Society of Petroleum Evaluation Engineers ("SPEE"); or (c) an equivalent standard that is acceptable to the Exchange.
"subsidiary holdings"	shares referred to in Sections 21(4), 21(4B), 21(6A) and 21(6C) of the Companies Act.
"summary property valuation report"	a summary of a property valuation report which is prepared in accordance with Rule 416(3)(c)
"summary qualified person's report"	a summary report prepared by a qualified person in accordance with paragraph 6 of Practice Note 4C.
T
"Takeover Code"	The Singapore Code on Take-overs and Mergers
"treasury shares"	treasury shares as defined in the Companies Act. For the purpose of the Rules, treasury shares will be excluded from references to "issued share capital", and "equity securities", and for the calculation of market capitalisation and public float where referred to in the Rules.
"trustee"	(a) a company registered as a trust company under the Trust Companies Act; or (b) a company, other than a trust company referred to in paragraph (a), that is a public company under the Act or under the laws of any other country which has been declared by the Minister to be a trustee for the purposes of the Act
W
"weighted average price"	the total value of transactions in a listed security (for each transaction, the price multiplied by volume) for that market day divided by the volume transacted for that market day

Interpretations

(1) Unless the context requires otherwise, words importing the singular include the plural and vice versa, and words importing the masculine include the feminine and neuter and vice versa.

(2) Where definitions in the Exchange's listing rules are wider than or the obligations and requirements imposed by the Exchange's listing rules are more onerous than the provisions of any ordinance, regulation or other statutory provision from time to time in force in Singapore, issuers shall be required to comply with such broader obligations provided that where any provision of the Exchange's listing rules is in conflict with the provisions of any such ordinance, regulation or other statutory provision, the provisions of such ordinance, regulation or other statutory provision shall prevail.

(3) Unless the context requires otherwise, terms that are not specifically defined in the listing rules will have the same meaning as assigned to them under the Companies Act.

Amended on 31 January 2008 31 January 2008, 1 February 2011 1 February 2011, 29 September 2011 29 September 2011, 29 September 2011 29 September 2011, 1 August 2013 1 August 2013, 27 September 2013 27 September 2013, 7 October 2015 7 October 2015, 31 March 2017 31 March 2017, 15 September 2017 15 September 2017, 23 August 2018 23 August 2018, 11 July 2019 11 July 2019, 7 February 2020 7 February 2020 and 12 February 2021.