A principal function of the Exchange is to provide a fair, orderly and transparent market for the trading of securities.

This Manual sets out the requirements which apply to issuers, the manner in which securities are to be offered, and the continuing obligations of issuers.

This Manual seeks to secure and maintain confidence in the market. The underlying principles of the listing rules include the following: —

Suitability for listing depends on many factors. Applicants should appreciate that compliance with the Exchange's listing rules may not in itself ensure an applicant's suitability for listing. The Exchange retains the discretion to accept or reject applications and in reaching its decision will have regard to the general principles outlined in Rule 103.

Amended on 29 September 201129 September 2011, 7 October 20157 October 2015 and 7 February 20207 February 2020.

The Exchange may impose additional requirements or make any listing subject to special conditions whenever it considers it appropriate.

The Exchange may waive or modify compliance with a listing rule (or part of a rule) either generally or to suit the circumstances of a particular case, unless the listing rule specifies that the Exchange will not waive it. The Exchange may grant a waiver subject to such conditions, as it considers appropriate. If the Exchange waives a listing rule (or part of a rule) subject to a condition, the condition must be satisfied for the waiver to be effective. Where a waiver is granted, the issuer must announce the waiver, the reasons for seeking the waiver and the conditions, if any, upon which the waiver is granted as soon as practicable.

Where the Exchange rejects an application made pursuant to this Manual, it may, if it considers it appropriate, disclose the reasons for its decision but is under no obligation to do so.

Purpose

Composition

Referral of a specific listing application

Amended on 7 October 20157 October 2015, 15 September 201715 September 2017 and 15 July 201915 July 2019.

An applicant must appoint an issue manager who will act as the sponsor for and manage the applicant's listing on the Exchange.

An issue manager must be able to give the applicant impartial and competent advice and must have the necessary experience to discharge its professional duties as an issue manager fully and professionally.

The issue manager is responsible for preparing the applicant for a new listing (including an initial public offering, a listing by way of an introduction or a reverse takeover).

Amended on 29 September 201129 September 2011, 7 October 20157 October 2015 and 10 January 202010 January 2020.

At least one issue manager must be independent of an applicant for a new listing (including an initial public offering, a listing by way of an introduction or a reverse takeover).

The Exchange retains the discretion to deem an issue manager independent or otherwise. In determining whether an issue manager is independent, the Exchange will have regard to the matters set out in Practice Note 2.1A

Added on 10 January 202010 January 2020.

An issue manager must:—

Added on 10 January 202010 January 2020.

Deleted on 10 January 202010 January 2020.

Amended on 29 September 201129 September 2011.

Amended on 7 October 20157 October 2015 and 10 January 202010 January 2020.

Applicants and issuers must pay such fees and charges as prescribed by the Exchange from time to time. The Exchange may waive any fee or charges.

Amended on 25 September 201525 September 2015.

The fees payable are published by the Exchange from time to time.

When the Exchange publishes or releases an issuer's announcement on its behalf, the Exchange shall not be responsible to check the accuracy of the facts or any of the contents of such announcement, and shall not be liable for any damages or losses however arising as a result of publishing the announcement or disseminating the information in the announcement. The issuer shall indemnify the Exchange for any such losses or damages or costs, including any arising as a result of legal proceedings brought by any third party.

This Chapter sets out the requirements and procedures for an issuer seeking admission to the Official List of the Exchange and a listing of its equity securities. These requirements are generally applicable to all issuers, including companies incorporated in Singapore or elsewhere. The Exchange may vary the requirements in a particular case.

An issuer may apply for admission to the Official List of the SGX Mainboard. The listing may be a primary or a secondary listing. The Exchange has absolute discretion concerning the admission of an issuer to the Exchange's Official List (and its removal) and quotation of its equity securities (and their suspension). The Exchange may approve applications for listing unconditionally or subject to condition(s), or may reject applications for listing, as it thinks appropriate. The Exchange also reserves the right to vary any such condition(s) or impose additional conditions.

Amended on 7 February 20207 February 2020.

An issuer seeking listing for its equity securities must be a going concern or be the successor of a going concern. In reviewing a listing application, the Exchange will consider a number of factors, including the specific numerical standards and qualitative factors set out in this Manual. While the size of an issuer is important, greater emphasis is placed on factors such as the integrity of the management and controlling shareholders, an issuer's market position and relative stability, and the disclosure provided in the prospectus, offering memorandum or introductory document.

Additional guidelines for the listing of property investment and property development companies are set out in Part VI of this Chapter. Requirements for the listing of global depository receipts are also set out in Part XI of this Chapter.

Amended on 29 September 201129 September 2011.

Issuers, other than investment companies, whose assets consist wholly or substantially of cash or short-dated securities will not normally be admitted to the Official List.

Partly-paid shares may be admitted to listing provided at least one month's notice in advance of the amount and time of payment of each call is given to shareholders. The Exchange may impose restrictions on the dealings in such shares until they are fully paid.

An issuer should not have, as part of its name, words that tend to confuse or are misleading.

The Exchange may prescribe additional or other requirements for the listing of specific types of issuers not specifically addressed by this Chapter.

While an issuer remains on the Official List of SGX Mainboard, it must comply with the listing rules. If the issuer has a secondary listing on SGX Mainboard, it must comply with Rule 217.

Amended on 7 February 20207 February 2020.

An issuer applying for listing of its equity securities on the SGX Mainboard must meet the following conditions:—

Amended on 29 September 201129 September 2011, 10 August 201210 August 2012, 27 September 201327 September 2013, 19 January 201519 January 2015, 26 June 201826 June 2018, 23 August 201823 August 2018, 1 January 20191 January 2019, 7 February 20207 February 2020, 3 September 2021, 1 January 2022 and 11 January 2023.

[Deleted]

Added on 12 February 2021.

A Catalist issuer may apply to the Exchange in writing for transfer to SGX Mainboard. The Exchange may allow the transfer if an issuer meets the following requirements:—

Amended on 10 August 201210 August 2012.

For the purpose of the transfer, an issuer may be required to increase the proportion of its issued and paid-up capital held in public hands to meet the minimum shareholding spread requirements applicable to SGX Mainboard issuers.

If an issuer has a sufficient spread of shareholders and no marketing of securities is necessary, the transfer to the SGX Mainboard may be effected after the issuer has made a public announcement of the transfer and a copy of the announcement has been sent to shareholders.

Foreign issuers may list on the SGX Mainboard. The listing may be a primary listing or a secondary listing.

Amended on 7 February 20207 February 2020.

Amended on 29 September 201129 September 2011.

A foreign issuer applying for a secondary listing must already be listed or will be concurrently listed on a foreign stock exchange (referred to as the "home exchange") and must be, or will be, subject to the listing (or other) rules of the home exchange where it has a primary listing. The application need not comply with Part VIII of this Chapter with regard to the moratorium on promoters' shareholdings. A foreign issuer with a secondary listing on the Exchange need not comply with the Exchange's listing rules, provided that it undertakes to:—

All securities will be quoted in Singapore dollars, unless the Exchange agrees to a quotation in a foreign currency, or unless the Monetary Authority of Singapore's policy on the internationalisation of the Singapore dollar requires otherwise. Listing applicants are encouraged to consult the Exchange if they prefer a quotation in a foreign currency.

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

Amended on 26 March 201826 March 2018, 7 February 20207 February 2020 and 12 February 2021.

A foreign issuer must have at least two independent directors, resident in Singapore.

In addition to the requirements for listing on the SGX Mainboard, a property investment/development company applying for admission to the Official List must also meet the following requirements:—

Amended on 7 February 20207 February 2020 and 12 February 2021.

An issuer should resolve or mitigate conflict situations prior to listing. The Exchange may accept a proposal to resolve or mitigate conflicts of interest within a reasonable period after listing. Conflicts of interest include situations in which interested persons:—

Amended on 7 February 20207 February 2020.

In reviewing compliance with the Exchange's policy on conflicts of interest, the Exchange takes into account:—

Amended on 29 September 201129 September 2011.

The purpose of a moratorium is to maintain the promoters' commitment and the commitment of holders of multiple voting shares to the issuer and align their interests with that of public shareholders.

Amended on 26 June 201826 June 2018.

For the purpose of this Chapter, "promoters" of an issuer are: —

Amended on 31 March 201731 March 2017.

The promoters must give contractual undertakings to the issue manager to observe a moratorium on the transfer or disposal of all their interests in the securities of the issuer.

Where a promoter has an indirect shareholding in the applicant, the promoter must also provide an undertaking to maintain the promoter's effective interest in the securities under moratorium during the moratorium period. However where an indirect shareholding is held through a company which is listed, the promoter's holding in that listed company is excluded from the moratorium.

The period of moratorium must not be shorter than the following:—

(3) In the case of investors each with 5% or more of the issuer's post-invitation issued share capital excluding subsidiary holdings who acquired their securities, and who made payment for their acquisition, less than 12 months prior to the date of the listing application, a proportion of their shareholdings will be subject to moratorium for 6 months after listing computed based on the following cash formula:—



Where

M = the number of shares subject to moratorium;

V_CP = the total cash paid for the shares acquired by the investor within the 12 months preceding the date of the listing application;

V_IPO = the value of the investor's total shareholdings acquired within 12 months preceding the date of the listing application based on the issue price at the initial public offering, or if there is no initial public offering, the price agreed by the Exchange; and

P = the total number of shares paid for by the investor in the 12 months preceding the date of the listing application.

(4) In the case of investors each with less than 5% of the issuer's post-invitation issued share capital excluding subsidiary holdings who acquired their securities, and who made payment for their acquisition, less than 12 months prior to the date of the listing application, there will be no limitation on the number of shares which may be sold as vendor shares at the time of the initial public offering.

Where the investors have shares remaining unsold at the time of the initial public offering, the proportion of such remaining shares to be subject to a moratorium for 6 months after listing shall be computed based on the following cash formula:—



Where

M = the number of shares subject to moratorium;

V_CP = the total cash paid for the shares acquired by the investor within the 12 months preceding the date of the listing application;

V_IPO = the value of the investor's total shareholdings acquired within 12 months preceding the date of the listing application based on the issue price at the initial public offering, or if there is no initial public offering, the price agreed by the Exchange; and

P = the total number of shares paid for by the investor in the 12 months preceding the date of the listing application.

Amended on 27 September 201327 September 2013, 31 March 201731 March 2017, and 7 February 20207 February 2020.

The holders of multiple voting shares must give contractual undertakings to the issue manager to observe a moratorium on the transfer or disposal of their entire shareholdings in the issuer in respect of their interests in both multiple voting shares and ordinary voting shares at the time of listing for at least 12 months after listing.

Added on 26 June 201826 June 2018.

An offering of securities for subscription or sale must include a public subscription tranche. In addition to the public subscription tranche, an issuer may also distribute its securities either by way of a placement, or book-building, or by a combination of these methods, subject to compliance with the listing rules and such other conditions as the Exchange may consider appropriate.

Amended on 2 May 20172 May 2017.

The issuer must issue a prospectus or offering memorandum, in connection with an offering of securities for subscription or sale. The prospectus or offering memorandum must comply with Chapter 6.

The issue manager, underwriter, lead broker, distributor, or any of their connected clients (as defined in Rule 240) 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. Any allocation or allotment to such parties must be disclosed in the form specified in Rule 240. This rule does not apply to securities taken up pursuant to an underwriting or sub-underwriting agreement.

Amended on 2 May 20172 May 2017.

Where an invitation involves a public subscription tranche, the following rules apply to allocation and allotment of securities in this tranche:—

Amended on 2 May 20172 May 2017.

Added on 2 May 20172 May 2017.

The issuer may reserve up to 10% of the offered securities for allocation and allotment to its employees, directors, customers, suppliers and persons who have contributed to the success of the issuer.

Amended on 29 September 201129 September 2011.

An issuer may apply for listing of its securities by way of introduction without any offer being made of its securities for subscription or sale, if it complies with the relevant shareholding spread requirements.

An introduction will normally be appropriate in the following circumstances:—

An introduction may not be permitted if an issuer has carried out any fund raising activities in Singapore within six months before its listing application. An issuer is also not permitted to carry out any fund raising activities in Singapore within three months after its listing.

The applicant must issue an introductory document in connection with an introduction. The introductory document must comply with the Exchange's requirements set out in Chapter 6. The Exchange may modify or waive any particular requirement if it considers it appropriate.

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 issue price of the equity securities (other than convertible equity securities) offered for subscription or sale, for which a listing is sought, must be at least S$0.50 each.

Amended on 10 August 201210 August 2012.

An issuer offering equity securities for subscription or sale must keep the offer open for at least 2 market days (excluding the date of commencement of offer). The Exchange may allow a shorter period for a secondary listing involving an offer of shares.

An applicant 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 listing process:—

The Exchange will decide whether to issue an eligibility-to-list letter as soon as practicable after receipt of a complete application. If the applicant makes material amendments to the prospectus, the time may start to run from the date the material amendment is notified to the Exchange. On a case-by-case basis, the Exchange may agree to vary the procedures or time indicated if an issue involves a concurrent dual listing or international offering. Any proposed variation in procedures and timetable must be agreed with the Exchange before the submission of the application.

The listing application is intended to serve the purpose of placing before the Exchange the information essential in determining the suitability of the applicant for admission to the Official List of, and its securities for public trading on, the Exchange. The applicant, its issue manager and all professionals 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 740 applies to information supplied as part of an application.

The application must include:—

Amended on 29 September 201129 September 2011, 25 September 201525 September 2015, 10 January 202010 January 2020, 7 February 20207 February 2020, 12 February 2021 and 3 September 2021.

The Exchange may require an applicant to provide additional information and documents which it requires for a proper consideration of the application. The Exchange may, in its absolute discretion, waive or modify compliance with any of these requirements.

As soon as practicable after the company receives approval in-principle for listing from the Exchange but in any event not later than the date of issue of the prospectus, offering memorandum or introductory document, the following must be submitted:—

Amended on 3 September 2021.

Amended on 7 February 20207 February 2020.

As soon as practicable on or before the closing date of the offering, or after the issue of the prospectus, offering memorandum or introductory document, the following documents must be submitted:—

Amended on 7 February 20207 February 2020.

As soon as practicable before trading commences, or after the close of the offering, the following documents must be submitted: —

Amended on 7 October 20157 October 2015 and 3 September 2021.

Part XI sets out the requirements for the listing of global depository receipts representing equity securities of a corporation issued by a third party ("depository").

For the purposes of this Part, the following definition applies:—

Amended on 29 September 201129 September 2011.

The corporation must undertake to:

Deleted on 25 September 201525 September 2015.

Deleted on 25 September 201525 September 2015.

Deleted on 7 February 20207 February 2020.

Added on 7 February 20207 February 2020.

This Chapter applies to the listing of debt securities, such as bonds, notes and loan stocks, issued by domestic or foreign corporations, supranational bodies, governments, government agencies or any other entities, whether established in Singapore or elsewhere, offered to specified investors and non-specified investors.

For purpose of this Chapter, "specified investors" means persons specified under sections 274 or 275 of the SFA (or such equivalent terms in the relevant jurisdictions where the debt securities are subscribed), and "non-specified investors" means persons who are not specified investors.

Amended on 19 May 201619 May 2016.

An issuer can seek listing of its debt securities in one of the following ways:—

One of the following requirements must be met for the listing of an issue of local debt securities:—

Amended on 19 May 201619 May 2016.

One of the following requirements must be met for the listing of an issue of foreign debt securities:—

Amended on 19 May 201619 May 2016.

A foreign issuer is normally required to appoint a paying agent in Singapore while the debt securities are quoted on the Exchange and upon the issue of debt securities in definitive form. The Exchange may accept other arrangements to enable definitive certificate holders of the bearer debt securities in Singapore to be paid promptly.

Where an issue of debt securities is offered to non-specified investors, the issuer must announce the outcome of the offer, and where appropriate, the level of subscription, the basis of allocation and allotment, and the subscription rate for the offer, prior to the listing of the debt securities.

Amended on 29 September 201129 September 2011 and 19 May 201619 May 2016.

If debt securities are:—

the terms of issue of the debt securities must provide for appropriate adjustments to the conversion rights in the event of any alteration to the capital of the issuer, and whether the holders of the debt securities and/or options have any participating rights in the event of a takeover offer for the issuer.

Amended on 29 September 201129 September 2011 and 19 May 201619 May 2016.

Added on 29 September 201129 September 2011.

The principal amount of each listed series of a Medium Term Note Programme must be at least S$5 million (or its equivalent in foreign currencies).

Amended on 29 September 201129 September 2011 and 19 May 201619 May 2016.

An applicant 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 listing process.

The Exchange will decide whether to issue an eligibility-to-list letter as soon as practicable after receipt of a complete application. If the applicant makes material amendments to the prospectus, offering memorandum or introductory document, the time may start to run from the date the material amendment is notified to the Exchange.

If a prospectus is required, a checklist showing compliance with Part II of Chapter 6 must be provided. If, under applicable law, an application is made to the relevant government authority for any waiver or modification of any prospectus requirement, a copy of such letter must be submitted together with the prospectus.

If the debt securities are offered without a prospectus and primarily to specified investors, the offering memorandum or introductory document must contain the information that such investors would customarily expect to see in such documents.

Amended on 19 May 201619 May 2016.

The documents set out below must be submitted together with the applicable listing fee. Where the debt securities are issued by an issuer whose equity securities are listed on the Exchange, or where the debt securities are offered primarily to specified investors, the issuer need only submit the documents set out in Rule 314(5), (6), (7) and (8).

Amended on 29 September 201129 September 2011, 19 May 201619 May 2016 and 12 February 2021.

After the issuer receives approval in-principle from the Exchange, the following documents must be submitted before the listing of the debt securities:—

For the purposes of this Part, the following definitions apply: —

Amended on 19 May 201619 May 2016.

Debt securities initially offered only to specified investors may be made available for trading on the Exchange by non-specified investors after the seasoning period, subject to compliance with the provisions in this Part.

Added on 19 May 201619 May 2016.

The issuer or guarantor must meet the criteria for exemption under the Securities and Futures (Offers of Investments) (Exemption for Offers of Post-Seasoning Debentures) Regulations 2016. For avoidance of doubt, the material date to measure the "look-back" periods under the criteria for exemption will be based on, as the case may be, the instances prescribed in Rule 319.

Added on 19 May 201619 May 2016.

The issuer or guarantor must comply with the criteria referred to in Rule 318 at the following times, as applicable:

Added on 19 May 201619 May 2016.

The issuer shall comply with the following:

Added on 19 May 201619 May 2016.

If the issuer offers additional debt securities to non-specified investors through such re-taps, the aggregate principal amount of the offers through the re-taps must not exceed such amount specified in the Securities and Futures (Offers of Investments) (Exemption for Offers of Post-Seasoning Debentures) Regulations 2016. There is no cap on the amount of debt securities offered through a re-tap to specified investors.

Added on 19 May 201619 May 2016.

Added on 19 May 201619 May 2016.

An issuer shall immediately disclose to the Exchange via SGXNET any information which may have a material effect on the price or value of its debt securities or on an investor's decision whether to trade in such debt securities.

Added on 19 May 201619 May 2016.

An issuer shall immediately announce the following:

Added on 19 May 201619 May 2016.

In respect of debt securities where Rule 308 applies:

Added on 19 May 201619 May 2016 and Amended on 12 February 2021.

An issuer shall release all announcements via SGXNET, unless specified otherwise.

Added on 19 May 201619 May 2016.

This Chapter sets out the Exchange's requirements on the listing of investment funds denominated in Singapore Dollars or in foreign currency.

An investment fund may be incorporated or established in Singapore or in another country. If it is incorporated or established in a foreign country, the fund may be required to satisfy the Exchange that there are adequate rules governing such funds.

Investments held by an investment fund need not be limited to shares and securities, but may take the form of partnership arrangements, participations, joint ventures and other forms of non-corporate investment.

An investment fund applying for listing must comply with the following requirements:—

Investments

Investment Policy

Investment Manager

Non-Traded Fund

Real Estate Investment Trust (REIT)

Exchange Traded Fund (ETF)

Amended on 29 September 201129 September 2011, 20 July 201620 July 2016, 7 February 20207 February 2020 and 12 February 2021.

The following sets out the usual steps in the listing process for investment funds:—

The Exchange will normally decide on an application that is complete within four weeks of the date of submission of an application.

The application must contain the following information:—

The Exchange may require the applicant to provide additional information and any other documents which it requires for a proper consideration of the application.

One copy of the following documents must be submitted together with the prescribed listing fee:—

Amended on 29 September 201129 September 2011.

As soon as practicable after the investment fund receives approval in-principle from the Exchange, the following documents should be submitted:—

An investment fund must observe the continuing listing obligations stipulated in Rule 748.

A venture capital fund must be offered for sale and be quoted for trading in denominations of at least S$5,000.

A hedge fund applying for listing must:

The following will apply to a hedge fund:

This Chapter sets out the requirements for the listing of structured warrants issued by third party issuers. Other warrants issued by third party issuers will be considered if they qualify as securities.

Structured warrants must be issued by a third-party issuer which is:—

A financial institution which does not meet the capital requirements in Rule 502(1) must:—

Where an issue of structured warrants is based on securities which are listed or quoted on the Exchange:—

Amended on 31 March 201731 March 2017.

Where an issue is based on securities of an entity that is not listed or quoted on the Exchange:—

Subject to Rule 507, no structured warrants may be issued on securities that are not listed or quoted on a stock exchange.

An issue of structured warrants may also be based on accepted stock indices or baskets of securities, both local and foreign. If the issue is based on a basket of securities, Rule 504 or Rule 505 (as the case may be) applies to each of the companies making up the basket.

The following rules apply to all categories of structured warrants:

Placement and Holder Size

[Deleted]

Issue Price

Issue Size

Tenure of Issue

Exercise Settlement

Conversion Ratio

Adjustments

Designated Market-Maker

Amended on 19 January 201519 January 2015 and 7 February 20207 February 2020.

The offering memorandum, or base and supplemental listing documents, must contain information in sufficient detail to enable investors to have a full and proper understanding of:—

Without limiting Rule 510, the offering memorandum, or base and supplemental listing documents, must include the following information:—

If, at any time after the issue of the offering memorandum or base and supplemental listing documents and before the listing of the structured warrants, the issuer becomes aware that:—

the issuer must issue a supplementary listing document providing details of the change or new matter.

While an issuer has structured warrants listed on the Exchange, it must announce through the Exchange the following information:—

An issuer must immediately announce if it becomes aware that any obligation of the Designated Market-Maker is not being fulfilled.

An issuer may place out structured warrants in tranches under a structured warrant program ("warrant program"). For example, an issuer may apply to the Exchange for the launch of a S$25 million issue of structured warrants. The issue may be issued in 5 tranches of S$5 million each.

An issuer may apply for additional tranches (which have not previously been approved under the warrant program) to be listed on the Exchange.

When applying for the listing of structured warrants, an issuer must submit an indicative term sheet to the Exchange for its consideration. The indicative term sheet must set out the principal features of the structured warrants.

Deleted on 25 September 201525 September 2015.

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 IOSCO Document when considering the adequacy of disclosure.

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:—

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 interests between the issuer and the founding shareholders, the directors and the management team, and their associates (including measures to address potential conflicts of interests 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.

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.

This Chapter sets out continuing requirements which an issuer is required to observe once admitted to the Official List. Additional continuing requirements are set out in the following chapters:—

Chapter 8 Changes in Capital
Chapter 9 Interested Person Transactions
Chapter 10 Significant Transactions
Chapter 11 Takeovers
Chapter 12 Circulars and Annual Reports

Amended on 7 February 20207 February 2020.

An issuer must release all announcements via SGXNET, unless specified otherwise.

In addition to Rule 703, an issuer must immediately announce the following:—

General

Appointment Or Cessation of Service

Appointment of Special Auditors or Additional Auditors

General Meetings

Acquisitions and Realisations

Winding Up, Judicial Management, etc

Announcement of Results, Dividends, etc

Record Date

Treasury Shares and Subsidiary Holdings

Employee share option or share scheme

Use of Proceeds

Loan Agreements / Issue of Debt Securities

Restatement of Financial Statements Required by Regulatory Authority

Public Sanctions

Amended on 1 January 20111 January 2011, 29 September 201129 September 2011, 19 November 201219 November 2012, 27 September 201327 September 2013, 1 August 20151 August 2015, 31 March 201731 March 2017, 26 June 201826 June 2018, 23 August 201823 August 2018, 1 January 20191 January 2019, 7 February 20207 February 2020, 7 February 20207 February 2020 and 12 February 2021.

Use of Funds/Cash for Life Science Companies and Mineral, Oil and Gas Companies that Qualified for Listing pursuant to Rule 210(8) and Rule 210(9) respectively

Amended on 27 September 201327 September 2013, 23 August 201823 August 2018, 7 February 20207 February 2020 and 12 February 2021.

In addition to the information required under Rule 705, the Exchange may require additional information to be disclosed.

Added on 7 February 20207 February 2020.

Amended on 7 February 20207 February 2020.

The chairman's statement (or equivalent) in the annual report must provide a balanced and readable summary of the issuer's performance and prospects, and should represent the collective view of the board. If the Chairman's statement does not represent the collective view of the board, the view of each dissenting director must be disclosed in the annual report.

The annual report must contain the information required in Part III of Chapter 12.

The annual financial statements must be: —

Added on 7 February 20207 February 2020 and Amended on 12 February 2021.

An issuer must describe in its annual report its corporate governance practices with specific reference to the principles and the provisions of the Code. An issuer must comply with the principles of the Code. Where an issuer's practices vary from any provisions of the Code, it must explicitly state, in its annual report, the provision from which it has varied, explain the reason for variation, and explain how the practices it had adopted are consistent with the intent of the relevant principle.

Amended on 1 January 20191 January 2019.

Added on 1 January 2022.

An issuer may issue a summary financial statement in accordance with the Companies Act or any other applicable written law, regulation or code. However, the Exchange may require the issuer to disclose additional information.

Amended on 31 March 201731 March 2017.

An issuer must issue a sustainability report for its financial year, no later than 4 months after the end of the financial year, or where the issuer has conducted external assurance on the sustainability report, no later than 5 months after the end of the financial year.

Added on 20 July 201620 July 2016 and amended on 1 January 2022.

1. The sustainability report must describe the sustainability practices with reference to the following primary components: 
   (a) material environmental, social and governance factors;
    
   (aa) climate-related disclosures;
    
   (b) policies, practices and performance;
    
   (c) targets;
    
   (d) sustainability reporting framework; and
    
   (e) Board statement and associated governance structure for sustainability practices.
2. If the issuer excludes any primary component, it must disclose such exclusion and describe what it does instead, with reasons for doing so. An issuer must not exclude the primary component in Rule 711B(1)(aa).
3. The issuer’s sustainability reporting process must be subject to internal review. The issuer may additionally commission an independent external assurance on the sustainability report.
4. The primary component in Rule 711B(1)(aa) must comply with the requirements on climate-related disclosures set out in Practice Note 7.6.

Added on 20 July 2016 and amended on 1 January 2022 and 1 January 2025.

Amended on 29 September 201129 September 2011, 27 September 201327 September 2013 and 12 February 2021.

[Deleted]

Amended on 29 September 201129 September 2011 and 12 February 2021.

Amended on 29 September 201129 September 2011.

An issuer may appoint different auditing firms for its subsidiaries or significant associated companies (referred to in Rule 715(1)) provided that:—

Amended on 29 September 201129 September 2011.

An issuer must disclose in the annual report the names of the auditing firm(s) for its significant subsidiaries and associated companies.

Amended on 29 September 201129 September 2011.

For the purpose of Rules 715 to 717, a subsidiary or associated company is considered significant if its net tangible assets represent 20% or more of the issuer's consolidated net tangible assets, or its pre-tax profits account for 20% or more of the issuer's consolidated pre-tax profits.

Amended on 29 September 201129 September 2011 and 1 January 20191 January 2019.

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

Amended on 29 September 201129 September 2011, 27 September 201327 September 2013, 7 October 20157 October 2015, 1 January 20191 January 2019, 7 February 20207 February 2020, 1 August 2021 and 1 January 2022.

If an agreement has been entered into in connection with any acquisition or realisation of assets or any transaction outside the ordinary course of business of the issuer or its subsidiaries, and such an agreement has been disclosed publicly, the announcement must include a statement that a copy of the relevant agreement will be made available for inspection during normal business hours at the issuer's registered office for a period of 3 months from the date of the announcement.

Deleted on 25 September 201525 September 2015.

Deleted on 25 September 201525 September 2015.

An issuer must ensure that at least 10% of the total number of issued shares excluding treasury shares (excluding preference shares and convertible equity securities) in a class that is listed is at all times held by the public.

Amended on 7 October 20157 October 2015.

An issuer must appoint two authorised representatives who must be either directors or a director and the company secretary.

The responsibilities of an authorised representative are as follows: —

If the Exchange is not satisfied that the authorised representative is fulfilling his or her responsibilities adequately, it may require the issuer to terminate the appointment and appoint a replacement. The issuer must immediately notify the Exchange of the new authorised representative's appointment and relevant particulars.

Added on 29 September 201129 September 2011.

Amended on 29 September 201129 September 2011, 31 March 201731 March 2017, 26 June 201826 June 2018 and 7 February 20207 February 2020.

Added on 29 September 201129 September 2011 and amended on 7 February 20207 February 2020.

Where the trading of securities of an issuer is suspended, there must not be any transfers of securities, unless approved by the Exchange.

Amended on 29 September 201129 September 2011.

Added on 1 January 20141 January 2014 and amended on 1 August 20151 August 2015.

For an issuer with a dual class share structure, the following matters must be voted through the enhanced voting process:

For the avoidance of doubt, the relevant voting thresholds in respect of each of the above matters will continue to apply.

Added on 26 June 201826 June 2018.

An issuer must announce any change in its financial year end, stating the reasons for the change.

Added on 7 February 20207 February 2020.

An issuer must allot securities and despatch certificates within 10 market days of the closing date for applications to subscribe for a new issue of securities. The Exchange may grant an extension of time.

An issuer must:—

If in the exercise of its rights under Rule 732(5), an issuer refuses to register a transfer of a security, it must give to the lodging party written notice of the refusal and the precise reasons therefore within 10 market days after the date on which the transfer was lodged with the issuer.

An issuer must not charge more than $2.00 for each certificate issued.

The number of securities represented by any certificate must be clearly shown in words and figures on the face of the certificate or in such other manner as may be approved by the Exchange.

Any certificates should be designed so that forgery and/or alterations are readily detectable. The printing of securities certificates must be entrusted to recognised security printers. The paper for securities must be first class bond or banknote paper containing a watermark of the printer or issuer. If more than one class of securities are listed on the Exchange, the colour of the certificates for each class of securities must be distinctly different. Where an issuer's Articles of Association restrict the percentage of shares held in foreign hands and the shares of the issuer are accordingly designated as foreign shares or local shares, such foreign shares and local shares are considered to be two separate classes of shares for the purpose of this rule.

Proxy forms must be designed in a manner that will allow a shareholder appointing a proxy to indicate how the shareholder would like the proxy to vote (whether to vote in favour of or against, or to abstain from voting) in relation to each resolution.

Amended on 7 February 20207 February 2020.

An issuer must give the Exchange, or any Member Company upon request, an extract of the stock or share register. This must show details on or between the named date or dates of all entries relating to the registration or transfer of stock and shares, including particulars of the relevant certificate numbers and the names into which or from which any particular stock or shares may have been transferred. Where the issuer's securities are traded on the scripless system, the issuer authorises CDP to provide the Exchange, at the Exchange's request, with an extract of the issuer's securities held in each securities account maintained by CDP, in such detail as may be required by the Exchange.

An issuer must permit its securities to be transferred to CDP or from a main register to a branch register (and vice versa) without restriction.

A document given to the Exchange by an entity, or on its behalf, becomes and remains the property of the Exchange to deal with as it wishes, including copying, storing in a retrieval system, transmitting and selling to the public, and publishing any part of the document and permitting others to do so. The documents referred to in this rule include a document given to the Exchange in support of a listing application or in compliance with the listing rules.

Documents for overseas shareholders shall be forwarded by air or by facsimile transmission or, in another way that ensures that the documents will be received quickly.

Where an issue of securities is to be made overseas and is supported by a prospectus or other public documents, the prospectus or other public documents must be submitted to the Exchange in English. Such documents must be endorsed "Specimen — For information only".

An issuer must supply the Exchange with such number of final printed copies as the Exchange may require from time to time (and one soft copy in such format as the Exchange may require) of the following documents for public release:—

Amended on 7 February 20207 February 2020.

Rule 743 does not apply to an announcement released to the Exchange via SGXNET.

Deleted on 19 May 201619 May 2016.

Deleted on 19 May 201619 May 2016.

Deleted on 19 May 201619 May 2016.

An investment fund must comply with Chapter 8, Parts I to IV of this Chapter, and the following requirements:—

Periodic Reports

Annual Report

Amended on 7 February 20207 February 2020.

A mineral, oil and gas company must comply with paragraph 2 of Practice Note 6.3 for any disclosure of reserves, resources or exploration results.

Added 27 September 201327 September 2013.

A mineral, oil and gas company must comply with the following:

Added 27 September 201327 September 2013 and amended on 23 August 201823 August 2018.

An issuer with a secondary listing on the SGX Main Board must:

on a continuing basis.

Added on 3 November 20143 November 2014.

An issuer must comply with Rules 210(10)(c) to 210(10)(i) on a continuing basis.

Added on 26 June 201826 June 2018.

An issuer with a dual class share structure must prominently include a statement on the cover page of its announcements that the issuer is a company with a dual class share structure.

Added on 26 June 201826 June 2018.

While the issuer remains on the Official List of the SGX Mainboard, it must comply with the listing rules in Chapters 7 to 13, and the following additional requirements:

Change of Acquisition Mandate

Notification of Change in Information

Business Combination

Added on 3 September 2021.

This Chapter deals with issuers changing their capital either by issuing additional equity securities or adjusting existing capital. It also sets out the requirements and procedures for listing additional equity securities.

Unless otherwise stated, the provisions in this Chapter will apply to the issue of shares out of treasury, and the issuer must submit to the Exchange a confirmation of compliance with the relevant provisions of this Chapter.

Amended on 7 February 20207 February 2020.

Additional requirements relating to the issue of equity securities arising from acquisitions, or interested person transactions, are set out in Chapters 9 and 10.

An issuer must not issue securities to transfer a controlling interest without prior approval of shareholders in general meeting.

Added on 26 June 201826 June 2018.

Except in the case of an issue made on a pro rata basis to shareholders or a scheme referred to in Part VIII of this Chapter, no director of an issuer, or associate of the director, may participate directly or indirectly in an issue of equity securities or convertible securities unless shareholders in general meeting have approved the specific allotment. Such directors and associates must abstain from exercising any voting rights on the matter. The notice of meeting must state:—

Except as provided in Rule 806, an issuer must obtain the prior approval of shareholders in general meeting for the following:—

Amended on 31 March 201731 March 2017, 26 June 201826 June 2018 and 7 February 20207 February 2020.

If shareholders of an issuer are offered a specific entitlement in a new issue of securities of the issuer's subsidiary or in securities of the issuer's subsidiary about to be floated, such entitlement must be on a pro-rata basis with no restriction on the number of shares held before entitlements accrue.

Amended on 29 September 201129 September 2011.

Once the basis of an entitlement is declared, the issuer must not make any alterations to such entitlement except with the approval of the Exchange.

An issuer may issue shares, company warrants or other convertible securities for cash other than by way of a rights issue.

Amended on 7 February 20207 February 2020.

An issuer may borrow shares from its substantial shareholder to facilitate an issue of shares for cash provided that the substantial shareholder does not receive any financial benefit (directly or indirectly) from the arrangement.

Amended on 7 February 20207 February 2020.

Deleted on 7 February 20207 February 2020.

Amended on 1 January 20111 January 2011.

An issuer may make a rights issue with or without underwriting. Generally, it is for the issuer to decide whether its rights issue is to be underwritten.

In the case of a rights issue that is underwritten, any force majeure clause in the underwriting agreement cannot be invoked after the commencement of ex-rights trading.

The following requirements apply to a rights issue that is not underwritten:—

No record date must be fixed until the rights issue has been approved by the Exchange.

Amended on 7 February 20207 February 2020.

An issuer must issue the following to persons entitled within 3 market days (within 5 market days in the case of a scrip counter), or such longer period as the Exchange may approve, after a record date:—

Amended on 7 February 20207 February 2020.

An issuer making a rights issue must observe any time-table published by the Exchange.

Every issue of company warrants or other convertible securities not covered under a general mandate must be specifically approved by shareholders in general meeting.

In procuring the approval of shareholders in a general meeting, the circular to the shareholders must include the recommendations of the board of directors of the issuer on such an issue of company warrants or convertible securities and the basis for such recommendation(s).

If application is made for the listing of company warrants or other convertible securities, the Exchange will normally require a sufficient spread of holdings to provide for an orderly market in the securities. As a guide, the Exchange expects at least 100 warrantholders for a class of company warrants.

Company warrants or other convertible securities may be listed only if the underlying securities are (or will become at the same time) one of the following:—

Each company warrant must:—

Amended on 31 March 201731 March 2017.

The terms of the issue must provide for:—

Amended on 7 February 20207 February 2020.

An issuer must announce any adjustment or amendment made to the terms of the issue. In the case of an adjustment, the announcement must state the specific formula, whether the adjustment has been reviewed to be in accordance with the formula, the identity of the reviewer and its relationship to the issuer.

Amended on 7 February 20207 February 2020.

Amended on 7 February 20207 February 2020.

A circular or notice to be sent to shareholders in connection with a general meeting to approve the issue of company warrants or other convertible securities must include at least the following information:—

The following additional requirements apply to an offer of company warrants or other convertible securities by way of a rights issue or bought deal:—

For the purpose of this Part, a "bought deal" is an issue of company warrants or other convertible securities to a financial institution which will in turn offer them to the issuer's shareholders on a pro-rata basis, usually in conjunction with a loan facility provided by that financial institution to the issuer.

An issuer making a bonus issue of company warrants must also comply with Rules 836 and 837.

An issuer that intends to make a bonus issue must promptly make an announcement, stating the following:—

Amended on 7 February 20207 February 2020.

An issuer that intends to undertake a subdivision or consolidation of shares must:

Added on 7 February 20207 February 2020.

No record date must be fixed until the bonus issue or subdivision or consolidation of shares has been approved by the Exchange.

Amended on 7 February 20207 February 2020.

An issuer must satisfy the Exchange that its daily weighted average price, adjusted for the bonus issue or subdivision of shares ("adjusted price"), will not be less than S$0.50. When deciding, the Exchange may take into account an issuer's adjusted price for the month preceding the application date.

Amended on 10 August 201210 August 2012 and 7 February 20207 February 2020.

An issuer making a bonus issue or subdivision of shares must state in the shareholder circular (if required) whether it expects to maintain the quantum of dividend declared and paid in the previous year.

Amended on 7 February 20207 February 2020.

If an issue is to be capitalised from the revaluation reserve, the issuer may be required to satisfy the Exchange that the amount of the revaluation reserve so capitalised will not impair the issuer's ability to absorb future diminution in the value of its assets.

An issuer must not capitalise:—

An issuer should avoid creating odd lots as far as possible.

Participation in a scheme must be restricted to directors and employees of the issuer and its subsidiaries, except that:—

A limit on the size of each scheme, the maximum entitlement for each class or category of participant (where applicable), and the maximum entitlement for any one participant (where applicable) must be stated. For SGX Main Board issuers, the following limits must not be exceeded:—

Amended on 31 March 201731 March 2017.

The amount, if any, payable on application or acceptance, the period in or after which payments or calls, or loans to provide the same, may be paid or called must be set out.

The exercise price of options to be granted must be set out. Options granted at a discount may be exercisable after 2 years from the date of grant. Other options may be exercisable after one year from the date of grant.

The voting, dividend, transfer and other rights attached to the securities, including those arising from a liquidation of the issuer must be stated.

The scheme must be administered by a committee of directors of the issuer. However, where the issuer has a parent company, the parent company may nominate one person to the committee. A participant who is a member of the Committee must not be involved in its deliberations in respect of options to be granted to that participant.

Amended on 7 February 20207 February 2020.

The scheme must provide that the provisions relating to the matters contained in Rules 844 to 849, and Rules 853 to 854 cannot be altered to the advantage of the participants without prior shareholder approval.

Participation in a scheme by controlling shareholders and their associates must be approved by independent shareholders of the issuer. A separate resolution must be passed approved by independent shareholders of the issuer. A separate resolution must be passed for each person and to approve the actual number and terms of options to be granted to that participant.

Any grant of options to a director or employee of the issuer's parent company and its subsidiaries that, together with options already granted to the person under the scheme, represents 5% or more of the total number of options available to such directors and employees, must be approved by independent shareholders. A separate resolution must be passed for each such person and to approve the aggregate number of options to be made available for grant to all directors and employees of the parent company and its subsidiaries.

When seeking shareholder approval, an issuer must explain the basis for the following:—

An issuer must briefly describe in the circular the potential cost to it arising from the grant of options.

Where directors of the issuer are trustees of the scheme or have an interest direct or indirect in the scheme, the circular must disclose that interest.

Shareholders who are eligible to participate in the scheme must abstain from voting on any resolution relating to the scheme (other than a resolution relating to the participation of, or grant of options to, directors and employees of the issuer's parent company and its subsidiaries).

The following categories of persons must abstain from voting on any resolution relating to the participation of, or grant of options to, directors and employees of the parent company and its subsidiaries:—

If options have been granted under a previous scheme, the circular to shareholders seeking approval for the new scheme must disclose the following about the previous scheme:—

Any scheme which enables shareholders to elect to receive shares in lieu of the cash amount of any dividend must comply with the following:—

Amended on 1 January 20111 January 2011 and 7 February 20207 February 2020.

An issuer must announce whether or not a scheme is to apply to a particular dividend. Such an announcement must be made promptly after the decision is taken and in any event, no later than the market day following the record date for that particular dividend.

Amended on 7 February 20207 February 2020.

In considering an application for listing of additional equity securities the Exchange takes into account, among other factors, the following:—

For the purpose of this rule, "significant" means significant for the purpose of making an assessment of the activities, assets and liabilities, financial position, management and prospects of the group, and of its profits and losses and of the rights attaching to the securities.

The Exchange has absolute discretion concerning approval of an application. The Exchange may approve such application unconditionally or subject to condition(s), or may reject such application, as it thinks appropriate. Such conditions may include shareholder approval and/or abstention from voting by certain shareholders. The Exchange also reserves the right to vary any such condition(s) or impose additional conditions.

An issuer must not issue, or authorise its registrars to issue or register, additional shares of a listed class until after it has been notified by the Exchange that they have been approved for listing.

Each director must accept responsibility for the information in the application.

If an application is submitted by or through a financial adviser or professional body, such financial adviser or professional body must ensure that the application has been prepared after due care and enquiry.

The following sets out the usual steps in the additional listing process (other than rights issues) for an issuer with a primary listing:—

Amended on 7 February 20207 February 2020.

Where shares are issued pursuant to the exercise or conversion of convertible securities for which approval in-principle of the Exchange has been granted, application for listing of the shares need not follow the procedures set out in Rule 869. Such an application must comply with the following procedures:—

Amended on 7 February 20207 February 2020.

The Exchange will normally decide on an application within three weeks of the date of submission of the application that is complete. Review of an issue in which a connected person has a material interest can be expected to take longer. It should be recognised that the time taken to review a particular application may be longer depending on the circumstances of the case.

Where it is essential that an issue of securities be admitted for trading by a certain date, the Exchange should be consulted at the earliest possible time to arrange a satisfactory time schedule. This is particularly important in the case of a rights issue.

An application must set out the information required in Appendix 8.1 and must be submitted together with the supporting documents set out in Rule 877. The items in Appendix 8.1 may be adapted to the type of issue. Application for the following types of issues must include the following items in Appendix 8.1:—

Note: The listing application need not contain any information which has been included in the draft circular submitted to the Exchange for review.

Amended on 7 February 20207 February 2020.

Any request by an issuer for any omission of information must be made in writing to the Exchange, stating the items and the circumstances justifying the omission.

One copy of the following documents (where required) must be submitted as supporting documents:—

Amended on 29 September 201129 September 2011, 7 February 20207 February 2020 and 12 February 2021.

An issuer with a secondary listing that proposes an issue of additional securities in a class listed on the Exchange must inform the Exchange of such issue and the decision of the home exchange. If the approval of the home exchange has been obtained, the Exchange will normally list the securities at the same time they are listed on the home exchange.

An application by an issuer with a secondary listing for the listing of an additional class of securities must comply with the following:—

Where application is made for listing shares arising from the exercise or conversion of convertible securities for which listing approval has previously been granted, the issuer must submit an application in the format set out in Appendix 8.4.1, 8.4.2 or 8.4.3, together with the documents stipulated therein.

An issuer may purchase its own shares ("share buy-back") if it has obtained the prior specific approval of shareholders in general meeting.

A share buy-back may only be made by way of:

Unless a lower limit is prescribed under the issuer's law of incorporation, such share buy-back shall not exceed 10 per cent of the total number of issued shares excluding treasury shares and subsidiary holdings in each class as at the date of the resolution passed by shareholders for the share buy-back.

Amended on 1 October 20131 October 2013, 31 March 201731 March 2017 and 26 June 201826 June 2018.

For the purpose of obtaining shareholder approval, the issuer must provide at least the following information to shareholders:—

Rules 881 to 883 and 884 to 885 are not applicable to an issuer which purchases its own shares for the purpose of Rule 210(11)(m)(x) in paying a pro rata portion of the amount held in the escrow account to independent shareholders. The issuer must immediately cancel all the shares it purchased and make an announcement on the shares cancellation.

Added on 3 September 2021.

An issuer may only purchase shares by way of a market acquisition at a price which is not more than 5% above the average closing market price. For this purpose, the average closing market price is:—

Amended on 7 February 20207 February 2020.

An issuer making an off-market acquisition in accordance with an equal access scheme must issue an offer document to all shareholders containing at least the following information:—

Amended on 29 September 201129 September 2011.

Deleted on 29 September 201129 September 2011.

The objective of this Chapter is to guard against the risk that interested persons could influence the issuer, its subsidiaries or associated companies, to enter into transactions with interested persons that may adversely affect the interests of the issuer or its shareholders.

In applying these rules, regard must be given to:—

Apart from the rules in this Chapter, an issuer must also observe applicable requirements in Chapter 10.

For the purposes of this Chapter, the following definitions apply:—

Amended on 31 March 201731 March 2017 and 7 February 20207 February 2020.

Amended on 7 February 20207 February 2020.

Amended on 7 February 20207 February 2020.

An issuer must disclose the aggregate value of interested person transactions entered into during the financial year under review in its annual report. The name of the interested person, nature of relationship and the corresponding aggregate value of the interested person transactions entered into with the same interested person must be presented in the following format:—

Amended on 7 February 20207 February 2020.

In interpreting the term "same interested person" for the purpose of aggregation in Rules 905, 906 and 907, the following applies:—

Amended on 7 February 20207 February 2020.

The value of a transaction is the amount at risk to the issuer. This is illustrated by the following examples:—

Amended on 7 February 20207 February 2020.

An announcement relating to any sale or proposed sale of units of the issuer or those of its entity at risk's property projects must state the name of the project, the name of each purchaser, the unit number, the sale price and the percentage discount given.

In deciding on any sale of units of its property projects to an issuer's interested persons or a relative of a director, chief executive officer or controlling shareholder, an issuer's board of directors must be satisfied that the terms of the sale(s) are not prejudicial to the interests of the issuer and its minority shareholders. The audit committee must review and approve the sale(s) and satisfy itself that the number and terms of the sale(s) are fair and reasonable and are not prejudicial to the interests of the issuer and its minority shareholders.

Where a sale or proposed sale to an issuer's interested person requires shareholder approval, the issuer must obtain the approval within six weeks of the date of the sale or proposed sale.

An interested person and any nominee of the interested person must abstain from voting on all resolutions to approve the sales or proposed sales to the interested persons.

The following transactions are not required to comply with Rules 905, 906 and 907:—

Amended on 31 March 201731 March 2017 and 7 February 20207 February 2020.

The following transactions are not required to comply with Rule 906:—

Amended on 12 February 2021.

An announcement under Rule 905 must contain all of the following information:—

Amended on 7 February 20207 February 2020.

If a transaction requires shareholder approval, it must be obtained either prior to the transaction being entered into or, if the transaction is expressed to be conditional on such approval, prior to the completion of the transaction.

In a meeting to obtain shareholder approval, the interested person and any associate of the interested person must not vote on the resolution, nor accept appointments as proxies unless specific instructions as to voting are given.

Amended on 29 September 201129 September 2011.

Amended on 7 February 20207 February 2020.

Except in the case of a general mandate, if shareholder approval is required, the circular to shareholders must include:—

Amended on 12 February 2021.

The Exchange will not comment on any announcement required by the provisions of this Chapter prior to its release.

The Exchange will not entertain any application for waiver of any of the provisions of this Chapter.

This Chapter sets out the rules for significant transactions by issuers, principally acquisitions and realisations and the provision of financial assistance. It does not matter whether the consideration paid or received is cash, shares, other securities, other assets, or any combination of these. This Chapter also describes how transactions are classified, what the requirements are for announcements, and whether a circular and shareholder approval is required.

Amended on 7 February 20207 February 2020.

Unless the context otherwise requires:—

Amended on 7 February 20207 February 2020 and 7 February 20207 February 2020.

In determining the basis of valuation of a transaction, the Exchange will apply the following rules:—

Amended on 7 February 20207 February 2020 and 12 February 2021.

Transactions are classified into the following categories:—

In determining whether a transaction falls into category (a), (b), (c) or (d) of Rule 1004, the Exchange may aggregate separate transactions completed within the last 12 months and treat them as if they were one transaction.

A transaction may fall into category (a), (b), (c) or (d) of Rule 1004 depending on the size of the relative figures computed on the following bases:—

Amended on 27 September 201327 September 2013 and 23 August 201823 August 2018.

Amended on 7 February 20207 February 2020.

If the consideration is satisfied wholly or partly in securities for which listing is being sought, the issuer must announce the transaction as soon as possible after the terms have been agreed, stating the information set out in Part VI.

Where any of the relative figures computed on the bases set out in Rule 1006 exceeds 5% but does not exceed 20%, an issuer must, after terms have been agreed, immediately announce the following:—

Amended on 7 February 20207 February 2020.

Where a sale and purchase agreement is entered into, or a valuation is conducted on the assets, the issuer must include a statement in the announcement that a copy of the relevant agreement, or valuation report is available for inspection during normal business hours at the issuer's registered office for 3 months from the date of the announcement.

Amended on 7 February 20207 February 2020.

Where the announcement in Rule 1010 contains a profit forecast, which may include any statement which quantifies the anticipated level of future profits, the issuer must announce the following additional information:—

Amended on 7 February 20207 February 2020.

Amended on 27 September 201327 September 2013, 23 August 201823 August 2018 and 7 February 20207 February 2020.

Amended on 29 September 201129 September 2011, 10 August 201210 August 2012, 27 September 201327 September 2013, 23 August 201823 August 2018, 10 January 202010 January 2020 and 7 February 20207 February 2020.

Where the assets being acquired are listed on the Exchange, Rule 1015(3)(a) is not applicable.

Amended on 10 August 201210 August 2012.

The Exchange normally applies the same criteria for assessment of IPO to reverse takeovers and may modify any requirement in this Chapter or impose additional requirements if it considers it appropriate, taking into account the rationale for the acquisition, the nature of the issuer's business and its track record.

Amended on 10 August 201210 August 2012.

Amended on 7 October 20157 October 2015.

The following rules apply to options to acquire or dispose of assets:—

Where an issuer, which had originally qualified for a listing of its equity securities under Chapter 2, intends to set up an investment fund or undertake any business(es) in investment fund management, which in aggregate, exceeds 50% of the issuer's net asset value, the issuer must demonstrate to the Exchange that it satisfies the listing requirements for investment funds stipulated in Chapter 4 before it takes any steps to undertake such a business, whether through a transaction or a series of transactions.

This Chapter sets out the requirements which apply to takeovers. Other requirements can be found in the Takeover Code for Singapore companies.

Where an issuer receives a notice from an offeror of its intention to make a takeover offer, it must request suspension of trading in its listed securities and make an immediate announcement.

An offeree company must send to all holders of shares that are not the subject of the takeover offer and holders of convertible securities, a copy of all documents sent to the holders of shares which are the subject of the takeover offer.

If, in the opinion of the Exchange, an issuer has merged or amalgamated with an unlisted entity, and as a result the unlisted entity has acquired control of the issuer, the issuer must immediately lodge with the Exchange all information and documents required from any company seeking admission to the Official List.

Where a takeover offer is made for the securities of an issuer, upon the announcement by the offeror that acceptances have been received that bring the holdings owned by the Offeror Concert Party Group to above 90% of the total number of issued shares excluding treasury shares, the Exchange may suspend the trading of such securities in the Ready and Unit Share markets until it is satisfied that at least 10% of the total number of issued shares excluding treasury shares are held by at least 500 shareholders who are members of the public.

Amended on 11 July 201911 July 2019.

Deleted on 29 September 201129 September 2011.

Deleted on 29 September 201129 September 2011.

This Chapter sets out the requirements that apply to circulars and annual reports issued to the holders of listed securities.

Where an issuer proposes to issue a circular to its shareholders in relation to an issue of securities or in relation to a transaction, the issuer must submit one draft copy of the circular to the Exchange for review.

An issuer must submit to the Exchange for review, one draft copy of a notice of meeting if it contains a resolution relating to:—

Amended on 29 September 201129 September 2011 and 12 February 2021.

No circular or notice of meeting to be submitted to the Exchange for its review may be circulated or made available publicly until the Exchange advises that it has no objection to the issuance of the circular or notice of meeting. The Exchange will normally complete the review within 4 weeks from the date of submission. However, the time taken may be longer depending on the circumstances.

Each of the directors or vendors of an issuer is required to accept responsibility for the accuracy of the information in a circular sent to shareholders and a statement to that effect, as set out in Practice Note 12.1, must be incorporated in the circular.

Amended on 29 September 201129 September 2011.

Any circular sent by an issuer to its shareholders must:—

Amended on 29 September 201129 September 2011, 31 March 201731 March 2017, 26 June 201826 June 2018, 10 January 202010 January 2020 and 7 February 20207 February 2020.

The annual report must contain enough information for a proper understanding of the performance and financial conditions of the issuer and its principal subsidiaries, including at least the following:

General Information

If no material contract has been entered into, make an appropriate negative statement.

Land and Buildings

Provided that if, in the opinion of the directors of the issuer, the number of such properties is such that compliance with this rule would result in particulars of excessive length being given, compliance is required only for properties, which in the opinion of the directors, are material.

[Deleted]

Employee Share Option Scheme

Interested Person Transactions

Whistleblowing Policy

Dealings in Securities

Use of Proceeds

Mineral, Oil and Gas Activities

Amended on 29 September 201129 September 2011, 27 September 201327 September 2013, 19 January 201519 January 2015, 20 July 201620 July 2016, 31 March 201731 March 2017, 26 June 201826 June 2018, 23 August 201823 August 2018, 1 January 20191 January 2019, 7 February 20207 February 2020, 7 February 20207 February 2020, 12 February 2021, 1 January 2022 and 11 January 2023.

An issuer may send documents, including notices, circulars and annual reports, using electronic communications to a shareholder, if there is express consent from that shareholder.

Added on 31 March 201731 March 2017.

An issuer may send documents, including circulars and annual reports, using electronic communications to a shareholder, if:

Added on 31 March 201731 March 2017.

Rules 1210-1212 apply if the issuer sends documents using electronic communications under Rule 1209.

Added on 31 March 201731 March 2017.

Notwithstanding Rule 1209, an issuer shall send the following documents to shareholders by way of physical copies:

Added on 31 March 201731 March 2017.

When an issuer uses electronic communications to send a document to a shareholder, the issuer shall inform the shareholder as soon as practicable of how to request a physical copy of that document from the issuer. The issuer shall provide a physical copy of that document upon such request.

Added on 31 March 201731 March 2017.

If the issuer uses website publication as the form of electronic communications, the issuer shall separately provide a physical notification to shareholders notifying of the following:

Added on 31 March 201731 March 2017.

This Chapter sets out:—

The Exchange may at any time suspend trading of the listed securities of an issuer in any of the following circumstances:—

If the trading of the listed securities of an issuer is suspended under Rule 1303(3), it must:—

Amended on 7 February 20207 February 2020.

The Exchange may remove an issuer from its Official List (without the agreement of the issuer) if:—

Amended on 3 September 2021.

If the Exchange exercises its power to remove an issuer from the Official List, the issuer or its controlling shareholder(s) must, subject to Rule 1308, comply with the requirements of Rule 1309.

Amended on 11 July 201911 July 2019.

The Exchange may agree to an application by an issuer to delist from the Exchange if:—

Amended on 31 March 201731 March 2017 and 11 July 201911 July 2019.

Amended on 11 July 201911 July 2019 and 3 September 2021.

If an issuer is seeking to delist from the Exchange:—

Amended on 11 July 201911 July 2019.

This Part applies to issuers listed on the SGX Mainboard, except for investment funds (whether constituted as collective investment schemes or otherwise), business trusts, global depository receipts, debt securities, structured warrants and companies with secondary listings on the Exchange.

Amended on 1 March 20161 March 2016 and 1 June 20201 June 2020.

The Exchange will place an issuer on the 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.

Amended on 1 March 20161 March 2016, 2 December 20162 December 2016 and 1 June 20201 June 2020.

Upon recording a pre-tax loss for the third and subsequent consecutive financial years (based on audited full year consolidated accounts), an issuer must immediately announce the fact through the SGXNet. The announcement must provide the information as set out in Appendix 13.1. This Rule does not apply to an issuer that is already placed on the watch-list.

Amended on 1 March 20161 March 2016 and 1 June 20201 June 2020.

If an issuer is placed on the watch-list, it must:—

Amended on 1 March 20161 March 2016.

An issuer on the watch-list may apply to the Exchange to be removed from the watch-list if it records consolidated pre-tax profit for the most recently completed financial year (based on audited full year consolidated accounts) and has an average daily market capitalisation of S$40 million or more over the last 6 months.

Amended on 10 August 201210 August 2012, 1 March 20161 March 2016, 2 December 20162 December 2016 and 1 June 20201 June 2020.

An issuer must take active steps to meet the requirements of Rule 1314. If the issuer fails to comply with Rule 1314 within 36 months of the date on which it was placed on the watch-list, the Exchange may either remove the issuer from the Official List, or suspend trading of the listed securities of the issuer (without the agreement of the issuer) with a view to removing the issuer from the Official List.

Amended on 1 March 20161 March 2016.

While the issuer remains on the watch-list, trading in its securities will continue, unless a trading halt or a suspension is, or has been previously effected.

Added on 7 October 20157 October 2015.

For the purposes of this Chapter, a Relevant Person is deemed to have contravened a Relevant Rule when a Relevant Person has:

Added on 7 October 20157 October 2015.

Added on 7 October 20157 October 2015 and amended on 15 September 201715 September 2017.