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: —

(1) Suitability for listing depends on many factors, including:

(a) the issuer’s ability to satisfy the specific numerical standards and qualitative factors set out in this Manual, and particularly in respect of the issuer’s directors, management, and controlling shareholders;

(b) the issuer’s financial position; and

(c) the disclosures provided in the prospectus, offering memorandum or introductory document. 

(2) Issuers making listing applications should appreciate that compliance with the Exchange's listing rules may not in itself ensure an issuer'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.

(3) The Exchange reserves the right to subject a listed issuer's change in principal business to the Exchange's approval if in the Exchange's opinion:

(a) the integrity of the market may be adversely affected; or

(b) it is in the interests of the public to do so.

Amended on 29 October 2025.

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.

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

(1) the issuer’s ability to satisfy the specific numerical standards and qualitative factors set out in this Manual, and particularly in respect of the issuer’s directors, the management, and controlling shareholders;

(2) the issuer's financial position; and 

(3) the disclosures provided in the prospectus, offering memorandum or introductory document.

Amended on 29 October 2025.

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:—

(1) Shareholding Spread And Distribution

(a) The following table sets out the shareholding and distribution requirements:—

(i) The shareholding spread must not be obtained by artificial means, such as giving shares away and offering loans to prospective shareholders to buy the shares.

(ii) In the computation of the percentage of shares to be held in public hands, existing public shareholders may be included, subject to an aggregate limit of 5% of the issuer's post-invitation issued share capital and provided such shares are not under moratorium. For the purpose of this rule, "existing public shareholders" refer to shareholders of the issuer immediately before the invitation and who are deemed "public" as defined in the Manual. This rule is not applicable to an application for listing by way of introduction.

(iii) An overall distribution of shareholdings that is expected to provide an orderly secondary market in the securities when trading commences, and that will be unlikely to lead to a corner situation in the securities.

(iv) The subscription and allocation value of the shares at IPO for each investor must be at least S$500 and must be based on an integral multiple of a board lot.

(b)

(i) For a secondary listing, an issuer must have at least 500 shareholders worldwide. Where the Exchange and the primary home exchange do not have an established framework and arrangement to facilitate the movement of shares between the jurisdictions, the issuer should have at least 500 shareholders in Singapore or 1,000 shareholders worldwide.

(ii) The subscription and allocation value of the shares at IPO for each investor must be at least S$500 and must be based on an integral multiple of a board lot (either traded on the primary home exchange or on the Exchange as may be agreed by the Exchange).

(2) Quantitative Criteria

An issuer must be a going concern or be the successor of a going concern, and satisfy one of the following requirements:

(a) Minimum consolidated pre-tax profit (based on full year consolidated audited accounts) of at least S$10 million for the latest financial year and an operating track record of at least three years.

(b) Profitable in the latest financial year (pre-tax profit based on the latest full year consolidated audited accounts), an operating track record of at least three years and a market capitalisation of not less than S$150 million based on the issue price and post-invitation issued share capital.

(c) Operating revenue (actual or pro forma) in the latest completed financial year and a market capitalisation of not less than S$300 million based on the issue price and post-invitation issued share capital. Real Estate Investment Trusts and Business Trusts who have met the S$300 million market capitalisation test but do not have historical financial information may apply under this rule if they are able to demonstrate that they will generate operating revenue immediately upon listing.

(3) Profit Test

With respect to the profit tests in Rule 210(2)(a) and 210(2)(b), the following shall apply:

(a) An issuer must have been engaged in substantially the same business and have been under substantially the same management throughout the period for which the three years operating track record applies.

(b) [Deleted]

(c) In determining the profits, non-recurrent income and items generated by activities outside the ordinary course of business must be excluded.

(d) The Exchange will normally not consider an application for listing from an issuer which has changed or proposes to change its financial year end if the Exchange is of the opinion that the purpose of the change is to take advantage of exceptional or seasonal profits to show a better profit record.

(4) Financial Position And Liquidity

(a) The group must be in a healthy financial position, having regard to whether the Group has a positive cash flow from operating activities.

(b) [Deleted]

(c) [Deleted]

(d) The audited financial statements submitted with the listing application and disclosed in the prospectus, offering memorandum or introductory document must not:

(i) be subject to an adverse opinion, a qualified opinion, or a disclaimer of opinion by the auditors; or

(ii) include a statement by the auditors that a material uncertainty relating to going concern exists.

(5) Directors And Management

(a) The directors and executive officers should have appropriate experience and expertise to manage the group's business. A director who has no prior experience as a director of an issuer listed on the Exchange must undergo training in the roles and responsibilities of a director of a listed issuer as prescribed by the Exchange. If the nominating committee is of the view that training is not required because the director has other relevant experience, the basis of its assessment must be disclosed. As a pre-quotation disclosure requirement, an issuer must release a statement via SGXNET or in the prospectus, offering memorandum or introductory document identifying for each director, whether the person has prior experience as a director of an issuer listed on the Exchange or if he has other relevant experience, and if so, provide details of his directorships and other relevant experience. If the director has no prior experience as a director of an issuer listed on the Exchange and has no other relevant experience, the issuer must confirm that the person has undertaken training as prescribed by the Exchange.

(b) The character and integrity of the directors, management, founding shareholders and controlling shareholders of the issuer will be a relevant factor for consideration. In considering whether the directors, management, founding shareholders and controlling shareholders have the character and integrity expected of a listed issuer, the Exchange will take into account the disclosure made in compliance with Rule 246(5)(a).

(c) The issuer's board must have at least two non-executive directors who are independent and free of any material business or financial connection with the issuer. Independent directors must comprise at least one-third of the issuer’s board. In the event of any retirement or resignation which renders the issuer unable to meet any of the foregoing requirements, the issuer should endeavour to fill the vacancy within two months, but in any case not later than three months.

(d) A director will not be independent under any of the following circumstances:

(i) if he is employed or has been employed by the issuer or any of its related corporations in the current or any of the past three financial years;

(ii) if he has an immediate family member who is employed or has been employed by the issuer or any of its related corporations in the current or any of the past three financial years, and whose remuneration is or was determined by the remuneration committee of the issuer; or

(iii) [Deleted]

(iv) if he has been a director of the issuer for an aggregate period of more than nine years (whether before or after listing). Such director may continue to be considered independent until the conclusion of the next annual general meeting of the issuer.

(e) The issuer must establish one or more committees as may be necessary to perform the functions of an audit committee, a nominating committee and a remuneration committee, with written terms of reference which clearly set out the authority and duties of the committees.

(6) Chain Listing

A subsidiary or parent company of an existing listed issuer will not normally be considered suitable for listing if the assets and operations of the applicant are substantially the same as those of the existing issuer. In arriving at a decision, the Exchange will consider the applicant's business or commercial reasons for listing.

(7) Articles Of Association

An issuer must ensure that its Articles of Association or constituent documents meet the requirements in Appendix 2.2.

(8) Life Science Companies

A life science company that cannot meet the requirements in Rule 210(2), 210(3) and/or 210(4)(a) may list its equity securities on the SGX Mainboard if it fulfils the following conditions:

(a) Successfully raised funds from institutional investors, accredited investors or other relevant persons specified in sections 274 and 275 of the SFA (or such equivalent persons in the relevant jurisdictions where funds were raised), where such fundraising has been completed at least 6 months prior to the date of the listing application;

(b) Market capitalisation of not less than S$300 million based on the issue price and post-invitation issued share capital;

(c) As its primary reason for listing, the use of proceeds of the IPO to bring identified products to commercialisation;

(d) Demonstrates that it has, at least, a two-year record of operations, and has been primarily engaged in laboratory research and development in respect of its identified products in the one year prior to listing, and submits to the Exchange the following:

(i) [Deleted]

(ii) the successful development of at least one of its identified products beyond the concept stage, in accordance with the general principles set out in Practice Note 6.2; and

(iii) the relevant expertise and experience of its key management and technical staff; and

(e) Available working capital that is sufficient for its present requirements and for at least 18 months after listing.

For the avoidance of doubt, an issuer seeking a listing of its equity securities on the SGX Mainboard through this Rule 210(8) must satisfy all other listing requirements in Rule 210 apart from Rule 210(2), 210(3) and 210(4)(a).

(9) Mineral, Oil and Gas Companies

(a) A mineral, oil and gas company must be able to establish the existence of a meaningful portfolio of reserves in a defined area which is substantiated by a qualified person's report prepared by an independent qualified person.

(b) The effective date of the qualified person's report must not be more than 6 months from the date of lodgement of the offer document.

(c) A mineral, oil and gas company must have working capital that is sufficient for its present requirements and for at least 18 months after listing which must include (i) operating, general and administrative and financing costs; (ii) property holding costs; and (iii) costs of any proposed exploration and/or development. Working capital shall be considered as the applicant's ability to access cash and other available liquid resources (including proceeds from the initial public offering and projected cashflows but excluding future borrowings/financing which have not been obtained) in order to meet its liabilities as they fall due. Where projected cashflows are relied upon, the issue manager must submit a confirmation to the Exchange that it is satisfied that the projections are prepared by the applicant's directors after due and careful enquiry. Proceeds from the initial public offering can be taken into consideration only if the invitation is fully underwritten. If the invitation is not underwritten but the listing is subject to a specified minimum amount to be raised from the invitation, the proceeds taken into consideration shall be limited to the minimum amount to be raised.

(d) A mineral, oil and gas company must have at least one independent director with appropriate industry experience and expertise.

(e) All mineral, oil and gas companies must satisfy other listing requirements in Rule 210.

(f) A mineral, oil and gas company that cannot meet the requirements in Rule 210(2), (3) and/or (4)(a) may list its securities on the SGX Mainboard if it fulfills the following additional conditions:

(i) has market capitalisation of not less than S$300 million based on the issue price and post-invitation issued share capital; and

(ii) discloses its plans and milestones to advance to production stage with capital expenditure for each milestone. These plans must be substantiated by the opinion of an independent qualified person.

(g) The issue manager must submit a confirmation to the Exchange that after conducting due diligence, the issue manager is not aware of any matter that has caused it to believe that the listing applicant:

(i) has not obtained all material licences, permits or certificates necessary to conduct its operations from the relevant governmental bodies in the jurisdictions where the Group operates;

(ii) is not in compliance with all laws, rules and regulations in all jurisdictions in which the Group operates, including but not limited to, the proper incorporation and good standing of any incorporated subsidiary or interest, except where such non-compliance is not material to the Group's business operations; and

(iii) does not possess title to or valid and enforceable rights to any assets (including licenses and agreements) as is appropriate to the listing applicant or the Group, except where such lack of, or defect in, such title or rights is not material to the Group's business operations.

In relying on the opinion from a legal adviser in providing the confirmation to the Exchange, the issue manager should make due diligence inquiries including:

(i) assessing the suitability of the legal adviser having regard to whether the legal adviser has the relevant experience and is authorized to practise and advise in the relevant jurisdiction; and

(ii) reviewing the terms and scope of engagement.

(10) Dual Class Share Structure

(a) In this Rule 210(10):

(i) "permitted holder group" means a group of persons or an entity permitted to hold multiple voting shares in accordance with Rule 210(10), and includes a holder of multiple voting shares;

(ii) "responsible director" means, in relation to any multiple voting shares, a director who is required to be appointed in accordance with Rule 210(10); and

(iii) references to any sale or transfer of multiple voting shares include any sale or transfer of interest (including beneficial interest or voting right) thereto, and whether or not for value.

(b) A listing applicant that intends to list with a dual class share structure must be suitable for listing with a dual class share structure.

(c) An issuer must specify the holders of multiple voting shares at IPO. The Exchange may permit a group of persons or an entity to be treated as a permitted holder group. In the case of a permitted holder group, an issuer must specify the scope of the permitted holder group at IPO. The issuer may not add to the scope subsequently.

(d) Each multiple voting share shall not carry more than 10 votes per share. An issuer must specify the number of votes at IPO, and may not increase such number subsequently.

(e) Subject to Rule 210(10)(f):

(i) a holder of multiple voting shares must be appointed as a responsible director; or

(ii) in the case of a permitted holder group, a responsible director must be appointed for the permitted holder group. The Exchange may require any other person to be appointed as a responsible director.

(f) An issuer with a dual class share structure must have automatic conversion provisions which provide that a multiple voting share will be converted into an ordinary voting share on a one-for-one basis in the event that:

(i) the multiple voting share is sold or transferred to any person, and in the case of a permitted holder group, other than to persons in the permitted holder group; or

(ii) a responsible director ceases service as a director (whether through death, incapacity, retirement, resignation or otherwise), and in the case of a permitted holder group, other than where a new responsible director is appointed,

unless otherwise specifically approved by shareholders through the enhanced voting process. The relevant holder of the multiple voting share, the person to whom the multiple voting share is to be sold or transferred and such responsible director (as the case may be), and their respective associates, must abstain from voting on the resolution.

(g) Holders of ordinary voting shares holding at least 10% of the total voting rights on a one-share-one-vote basis must be able to convene a general meeting.

(h) In any general meeting, the number of votes that may be cast by holders of ordinary voting shares who are not also holders of multiple voting shares must be at least 10% of the total voting rights of the issuer.

(i) The majority of each of the committees performing the functions of an audit committee, a nominating committee and a remuneration committee, including the respective chairmen, must be independent.

(j) The issuer must ensure that the requirements relating to the dual class share structure and the rights of the multiple voting shares and ordinary voting shares in Rules 210(10)(c) to 210(10)(i) are prescribed in its Articles of Association or other constituent documents.

(11) Special Purpose Acquisition Company or SPAC

(a) An issuer that intends to list as a SPAC must be suitable for listing and is not permitted to adopt a dual class share structure at IPO. In assessing the suitability of the SPAC, the Exchange may take into account any factor it considers relevant including, but not limited to, the factors set out in Practice Note 6.4.

Quantitative Criterion

(b) Market capitalisation of not less than S$150 million based on the issue price and post-invitation issued share capital.

Shareholding Spread

(c) At least 25% of its total number of issued shares excluding treasury shares must be held by at least 300 public shareholders.

Issue Price

(d) The issue price of the securities offered for subscription or sale, for which a listing is sought, must be at least S$5 each. Securities may consist of a share and warrant (or other convertible securities).

Minimum Securities Participation

(e) The issuer’s founding shareholders and management team must, in aggregate, subscribe for a minimum value of equity securities (based on the subscription price at IPO) in accordance with the following requirements:

The form of equity securities participation may be by way of (i) subscription of units, shares or warrants at IPO; (ii) by irrevocable commitment provided at the time of the IPO, to subscribe for equity securities of the issuer no later than simultaneously with the completion of the business combination, or (iii) by a combination of the methods in (i) and (ii), subject to compliance with the listing rules and such other conditions as the Exchange may consider appropriate. For the avoidance of doubt, the subscription price of the equity securities participation by way of the method in (ii) must not be lower than the subscription price of the respective equity securities at IPO.

(f) The extent of the aggregate equity interests in the issuer acquired by the founding shareholders, management team, and their associates at nominal or no consideration is generally permitted up to 20% of the issued share capital of the issuer (on a fully diluted basis) immediately following closing of the IPO. The Exchange retains discretion in considering the appropriateness of such equity ownership, taking into account the overall structure of the issuer. For avoidance of doubt, such limit includes equity interests arising from warrants or other convertible securities acquired at nominal or no consideration.

Board Committees

(g) The majority of each of the committees performing the functions of an audit committee, a nominating committee and a remuneration committee, including the respective chairmen, must be independent.

Moratorium

(h)

(i) The moratorium requirements specified in Rules 227, 228 and 229 must be satisfied. The period of moratorium specified in Rules 229(1) to (4) commences on the date of listing up to and including the completion date of the business combination.

(ii) The moratorium requirements specified in Rules 227, 228 and 229 are applicable to all equity securities of the issuer held by the founding shareholders, the management team, and their respective associates on the date of listing. The period of moratorium specified in Rule 229 commences on the date of listing up to and including the completion date of the business combination.

(iii) Following the completion of the business combination, all equity securities of (A) the founding shareholders and the management team of the issuer, and their associates; and (B) the controlling shareholders of the resulting issuer and their associates, and executive directors of the resulting issuer with an interest in 5% or more of the issued share capital of the resulting issuer, will be subject to the moratorium requirements in Rules 227, 228 and 229 (in accordance with the resulting issuer’s compliance with Rules 210(2)(a), (b) or (c), or Rule 210(8), or Rule 210(9)) from the completion date of the business combination.

IPO Proceeds and Escrow Requirements

(i)

(i) Immediately upon listing on the Exchange, the issuer must place at least 90% of the gross funds raised from its IPO in an escrow account opened with and operated by an independent escrow agent which is a financial institution licensed and approved by the Monetary Authority of Singapore. The amount placed in the escrow account cannot be drawn down except for the purpose of the business combination, on liquidation of the issuer or such other circumstances set out in Practice Note 6.4.

(ii) The escrow agent appointed by the issuer must be independent of the founding shareholders, the management team, and their associates.

(iii) The issuer must secure and maintain the escrow arrangement(s) at all times over the funds in the escrow account until the termination of the escrow account in accordance with Rule 210(11)(i)(v).

(iv) The issuer (through the escrow agent) shall only be permitted to hold its assets in permitted investments in the form of cash or cash equivalent short-dated securities of at least A-2 rating (or an equivalent) until completion of a business combination that meets the Exchange’s requirements.

(v) The issuer (through the escrow agent) may invest the escrowed funds in permitted investments in accordance with Rule 210(11)(i)(iv) and the escrow agreement governing the escrowed funds must provide for:

(A) The termination of the escrow account and release of the escrowed funds on a pro rata basis to shareholders who exercise their redemption rights in accordance with Rule 210(11)(m)(x) and the remaining escrowed funds to the issuer, if the issuer completes a business combination within the permitted time frame; and

(B) The termination of the escrow account and the distribution of the escrowed funds to shareholders (other than the founding shareholders, the management team, and their associates in respect of all equity securities owned or acquired by them prior to or pursuant to the IPO) in accordance with the terms of Rules 210(11)(n)(i) to (iv).

The content of the escrow agreement must comply with the requirements as set out in paragraph 3 of Practice Note 6.4.

(vi) The IPO proceeds that are not placed in the escrow account, and interest or other income earned on the escrowed funds from permitted investments, may be applied as payment for administrative expenses incurred by the issuer in connection with the IPO, for general working capital expenses and for the purpose of identifying and completing a business combination.

Issue of Warrants and Other Convertible Securities

(j) Where any warrants or other convertible securities are issued in connection with the IPO or prior to the completion of a business combination, these convertible securities must comply with the following requirements:

(i) Part VI of Chapter 8;

(ii) the exercise price of warrants or other convertible securities must not be lower than the price of the ordinary shares offered for the IPO;

(iii) the warrants or other convertible securities must not be exercisable prior to the completion of the business combination;

(iv) the warrants or other convertible securities must not have an entitlement to the funds held in the escrow account upon liquidation of the issuer or redemption of the ordinary shares by shareholders; and

(v) the tenure of the warrants or other convertible securities must expire on the earlier of the (A) maximum tenure under the issuance terms as stated in the prospectus issued in connection with the issuer’s IPO; or (B) permitted time frame for completion of a business combination where no business combination is completed within such time period.

(k) An issuer must establish a percentage limit of not more than 50% as to the maximum dilution to the issuer’s post-invitation issued share capital with respect to the conversion of any warrants or other convertible securities issued by the issuer in connection with the IPO.

Additional Continuing Listing Requirements Prior to Completion of a Business Combination

(l)

(i) Prior to the completion of a business combination, the Exchange may permit the issuer to raise additional funds through the issue of equity securities where (A) the issuance is made on a pro rata basis and in accordance with the requirements in Chapter 8; (B) at least 90% of the gross proceeds raised are placed in escrow in accordance with Rule 210(11)(i)(i); and (C) the proceeds raised are for the purpose of financing the business combination and/or related administrative expenses. For avoidance of doubt, contemporaneous with completion of the business combination, the issuer may raise additional funds (including by way of a placement or subscription for the issuer’s equity securities by institutional and/or accredited investors) in accordance with Chapter 8.

(ii) The issuer shall not be permitted to obtain any form of debt financing (excluding short term trade or accounts payables in the ordinary course of business) other than contemporaneous with completion of its business combination provided that the (A) funds in the escrow account must not be used as collateral or subject to encumbrance for the debt financing; and (B) funds drawn down from the debt financing must be applied towards the financing of the business combination and/or related administrative expenses. A credit facility may be entered into prior to completion of a business combination, but should be drawn down contemporaneous with, or after completion of a business combination.

(iii) The issuer must not provide any financial assistance to any person or entity until it has fully financed or satisfied the consideration of the business combination and the ownership of the business(es) or asset(s) acquired under the business combination is beneficially and legally vested with the resulting issuer.

(iv) The issuer will not be permitted to adopt any security-based compensation arrangement prior to the completion of a business combination.

Business Combination

(m)

(i) The issuer must complete a business combination within 24 months from the date of listing. Where the issuer has entered into a legally binding agreement for a business combination before the end of the 24-months period, the issuer shall have up to not more than 12 months from the relevant deadline to complete the business combination, subject to an overall maximum time frame of 36 months from the date of listing, and provided that:

(A) such an extension is permitted by and in accordance with all relevant laws and regulations governing the issuer in its place of constitution;

(B) the Exchange is notified of such an extension in a timely manner;

(C) the extension is announced via SGXNET by the issuer in a timely manner; and

(D) in the announcement referred to in paragraph (C), the issuer must confirm that:

(1) there is no material adverse change to the financial position of the issuer since the date of prospectus issued in connection with its listing on the Exchange;

(2) the extension is permitted by and in accordance with all relevant laws and regulations governing the issuer in its place of constitution; and

(3) the issuer will provide quarterly updates to investors on its progress in meeting key milestones in completing the business combination via SGXNET.

(ii) Other than the extension circumstance specified in Rule 210(11)(m)(i), the issuer must (A) apply to the Exchange for an extension of time to complete the business combination; and (B) specifically obtain the approval of a majority of at least 75% of the votes cast by shareholders at a general meeting to be convened. The issuer must justify a compelling reason for the extension of time and any application for extension of time must be submitted to the Exchange at least 2 months before expiry of the permitted time frame.

For the purpose of voting on the extension of time, the founding shareholders, the management team, and their associates, are not permitted to vote with shares acquired at nominal or no consideration prior to or at the IPO of the issuer. The Exchange retains the discretion to reject an application for extension of time if the Exchange is of the opinion that there is no compelling justification for the time extension and/or it is in the interests of the public to do so.

(iii) The initial business or asset acquired pursuant to the business combination must have a fair market value of at least 80% of the amount in the escrow account at the time of entry into the binding agreement for the business combination transaction, excluding any amount held in the escrow account representing deferred underwriting fees and any taxes payable on the income earned on the escrowed funds.

Where the SPAC consummates multiple concurrent acquisitions or mergers as part of the business combination, there must be at least one initial acquisition which satisfies the requirement of having a fair market value constituting at least 80% of the amount in the escrow account at the time of entry into the binding agreements for the business combination transactions. Such concurrent transactions must be in separate resolutions and conditional upon the initial acquisition, and completed simultaneously on or around the same day within the permitted time frame.

(iv) The business combination must result in the resulting issuer having an identifiable core business of which it has a majority ownership and/or management control. The Exchange may consider a business combination involving an acquisition of a minority stake in a business(es) or asset(s), where the resulting issuer can demonstrate that it has management control of such business(es) or asset(s).

(v) The issuer must appoint a financial adviser, who is an issue manager, to advise on the business combination. The financial adviser is expected to have regard to the due diligence guidelines issued by The Association of Banks in Singapore when conducting due diligence on the business combination.

(vi) The issuer must appoint a competent and independent valuer to value the business(es) or asset(s) to be acquired under the business combination where (A) a placement or subscription for the issuer’s equity securities by institutional and/or accredited investors, is not conducted in contemporaneous with the business combination; or (B) the business(es) or asset(s) to be acquired under the business combination involves a mineral, oil and gas company, or property investment/development company. A summary valuation report must be included in the shareholders’ circular in relation to the business combination.

The Exchange retains the discretion to require the issuer to appoint a competent and independent valuer to value the business(es) or asset(s) to be acquired under the business combination.

(vii) The resulting issuer pursuant to the completion of the business combination must satisfy, where applicable, Rules 210(1) to 210(10), and 222.

(viii) The business combination must be respectively approved by a simple majority of independent directors, and an ordinary resolution passed by shareholders at a general meeting to be convened.

For the purpose of voting on the business combination, the founding shareholders, the management team, and their associates, are not permitted to vote with shares acquired at nominal or no consideration prior to or at the IPO of the issuer.

(ix) Chapter 9 applies where the business combination is (A) an interested person transaction; or (B) entered into with the founding shareholders, members of the management team, and/or their respective associates. The shareholders’ circular in relation to the business combination to which Chapter 9 applies, must contain an opinion from an independent financial adviser and the issuer’s audit committee stating that the terms of the transaction are on normal commercial terms and are not prejudicial to the interest of the issuer and its minority shareholders.

(x) Each independent shareholder (other than the founding shareholders, the management team, and their respective associates) shall be entitled to redeem his ordinary shares for a pro rata portion of the amount in the escrow account at the time of the business combination vote, provided that the business combination is approved and completed within the permitted time frame. Such amounts must be paid to the electing independent shareholder as soon as practicable upon completion of the business combination, and ordinary shares tendered in exchange for cash must be cancelled.

An issuer may establish a 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, provided that such limit (A) may not be set at lower than 10% of the shares issued at IPO; and (B) is disclosed in the IPO prospectus and shareholders’ circular in relation to the business combination. Any redemption limit established by the issuer must apply equally to all independent shareholders entitled to a redemption right.

(xi) All notices convening general meetings in relation to the business combination must be sent to shareholders at least 21 calendar days before the meeting (excluding the date of notice and date of the meeting).

Liquidation

(n)

(i) Prior to completion of the business combination, in the event a material change occurs 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 shall seek approval of a majority of at least 75% of the votes cast by independent shareholders at a general meeting to be convened for the continued listing of the issuer on the Exchange. For the purpose of voting on the continued listing of the issuer, the founding shareholders, the management team, and their associates, are not considered as independent.

The Exchange retains discretion to determine a circumstance an event of material change under this rule.

(ii) Where the issuer (A) fails to complete a business combination within the permitted time frame in accordance with Rule 210(11)(m)(i); (B) fails to obtain specific shareholders’ approval in accordance with Rule 210(11)(m)(ii); or (C) is directed to delist by the Exchange before the completion of a business combination in accordance with Rule 210(11)(p), the issuer shall be liquidated. The amount held in the escrow account at the time of the liquidation distribution (and such other accounts held by the issuer), net of taxes payable and direct expenses related to the liquidation distribution, shall be distributed to shareholders on a pro rata basis as soon as practicable, as permissible by the relevant laws and regulations. Any interest, income derived and deferred underwriting commissions accrued in the escrow account will form part of the liquidation distribution.

(iii) The founding shareholders, the management team, and their associates must waive their right to participate in the liquidation distribution in respect of all equity securities owned or acquired by them prior to or pursuant to the IPO.

(iv) The underwriters of the IPO must waive their rights to any deferred underwriting commissions deposited in the escrow account in the event the issuer liquidates prior to completion of a business combination.

Delisting

(o) If the issuer fails to (i) complete a business combination within the permitted time frame in accordance with Rule 210(11)(m)(i); or (ii) obtain specific shareholders’ approval in accordance with Rule 210(11)(m)(ii), the Exchange will delist the issuer’s securities on or about the date on which the liquidation distribution is completed.

(p) The Exchange will consider whether the continued listing of the resulting issuer after completion of the business combination will be in the best interests of the Exchange and the public, and will have the discretion to suspend, direct the commencement of the liquidation distribution in accordance with Rules 210(11)(n)(ii) to (iv) and delist the issuer’s securities prior to completion of the business combination.

For the avoidance of doubt, a SPAC seeking listing of its equity securities on the SGX Mainboard must satisfy Rules 210(5), 210(7), 211A, 215, 216, 218, 219, 221, 223 to 224B, 230 to 234, 239 to 240 and 242 to 250.

Amended on 29 September 2011, 10 August 2012, 27 September 2013, 19 January 2015, 26 June 2018, 23 August 2018, 1 January 2019, 7 February 2020, 3 September 2021, 1 January 2022, 11 January 2023 and 29 October 2025.

[Deleted]

(1) For primary listings, the financial statements submitted with the application, and future periodic financial reports, must be prepared in accordance with Singapore Financial Reporting Standards (International) ("SFRS(I)s"), or International Financial Reporting Standards ("IFRS"), or US Generally Accepted Accounting Principles ("US GAAP"). Accounts that are prepared in accordance with IFRS or US GAAP need not be reconciled to SFRS(I)s. In the case of a collective investment scheme that is authorised by MAS, it must comply with the applicable requirements under the Code on Collective Investment Schemes.

(2) For secondary listings, the financial statements submitted with the listing application, and future periodic financial reports, need only be reconciled to SFRS(I)s, or IFRS, or US GAAP.

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

Added on 12 February 2021 and amended on 29 October 2025.

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:

(1) Leasehold Period

Disclose in the prospectus, offering memorandum or introductory document whether properties that have remaining leases of less than 30 years, in aggregate, account for more than 50% of the group's operating profits or net property income for the past three years (whichever is the higher). If so, disclose the risks and implications of such a portfolio, and the issuer’s plans (if any) to manage portfolio properties’ lease profiles post-listing.

(2) Appointment of Property Valuer

An issuer must appoint a property valuer to conduct a valuation of all its principal freehold and leasehold properties. The Exchange may require an issuer to appoint a second property valuer to conduct a valuation on the properties.

(3) Property Valuation Report 

(a) The property valuation report must state the effective date at which the properties are valued, which should not be more than six months from the date of the application for listing.

(b) A summary property valuation report must be included in the offer document. The property valuation report must be made available for inspection, without charge, at the issuer's Singapore registered office.

(c) A summary property valuation report must contain the following:

(i) information required for prospectuses and circulars in accordance with the standards of the Singapore Institute of Surveyors and Valuers, as set out in Practice Note 2.4; and

(ii) 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.

Amended on 7 February 2020, 12 February 2021 and 29 October 2025.

(1) Where an interested person has an interest in any entity or group carrying on the same business or dealing in similar products as the issuer or its group, the issuer must, in the prospectus, offering memorandum or introductory document, disclose:

(a) the name of that entity or in a case of a group, the immediate holding entity of that group;

(b) a description of the business of that entity or group;

(c) the name of the interested person involved;

(d) the nature and extent of his or her interest in that entity or group, and the extent to which he or she is involved in the management of that entity or group either directly or indirectly; and

(e) a description of the conflicts of interest thereby arising.

(2) An issuer (other than a REIT or business trust) must, in the prospectus, offering memorandum or introductory document, disclose the measures (if any) to resolve or mitigate such conflicts. Where any conflict of interest is not resolved or mitigated, the disclosure in the prospectus, offering memorandum or introductory document must include the reasons why such conflict is not resolved or mitigated.

(3) An issuer that is a REIT or business trust must resolve or mitigate conflicts of interest prior to listing as set out in paragraph 3 of Practice Note 4.1. Such issuer must, in the prospectus, offering memorandum or introductory document, disclose such conflicts and the measures to resolve or mitigate such conflicts.

Amended on 7 February 2020 and 29 October 2025.

Amended on 29 September 2011 and deleted on 29 October 2025.

If a transaction is, or is proposed to be, entered into between the entity at risk and an interested person, and such transaction is expected to continue after listing, the prospectus, offering memorandum or introductory document must include:

(1) for real estate investment trusts: the disclosures for “interested party transactions” as required by the Securities and Futures (Offers of Investments) (Collective Investment Schemes) Regulations 2005; and

(2) for other issuers: the disclosures for “interested person transactions” as required by the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.

Added on 29 October 2025.

For the purposes of this Part (including the disclosure requirements referred to in Rule 224A), “entity at risk”, “interested person” and “transaction” have the meanings given to them in Rule 904.

Added on 29 October 2025.

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 made an offer of securities in Singapore within six months before its listing application. An issuer is also not permitted to make any offer of securities in Singapore within three months after its listing. This rule does not apply to offers of securities that fall under Division 1, Subdivision (4) (excluding section 277) or Division 2, Subdivision (4) (excluding section 305B) of Part 13 of the SFA.

Amended on 29 October 2025.

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:

(1) Particulars as required in Appendix 2.1 with a checklist showing compliance with the admission requirements set out in Rules 210, 211 and 222, whichever is applicable.

(2) Prospectus, offering memorandum or introductory document, whichever is applicable. The document should be accompanied by a checklist of compliance with Fifth Schedule or Seventeenth Schedule, Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018, or Third Schedule, Securities and Futures (Offers of Investments) (Collective Investment Schemes) Regulations 2005, as amended from time to time, and where applicable.

(3) In the case of a primary listing, the draft memorandum and articles of association or other constituent document, which must comply with Appendix 2.2 and which is marked at the right hand margin to indicate compliance with Appendix 2.2, including a confirmation by the legal advisers to the issuer that the draft memorandum and articles of association or other constituent document are in compliance with Appendix 2.2. In the case of a secondary listing, the memorandum and articles of association or other constituent document (incorporating all amendments made to date) which has been filed with its home exchange.

(4) Confirmation by the issue manager that:—

(a) having exercised due care, diligence and skill, the issuer satisfies the admission requirements;

(b) all documents required by the listing rules to be included in the application has been or will be supplied to the Exchange;

(c) any other matters known to the issue manager which should be taken into account have been disclosed in the prospectus or otherwise in writing;

(d) if any further information becomes available before listing, it will inform the Exchange; and

(e) the directors of an applicant have been informed of their obligations under the listing rules as well as the relevant Singapore laws and regulations.

(f) it is satisfied that the profit forecast, if any, has been made by the applicant's directors after due and careful enquiry and consideration.

(5)

(a) Declaration by each of the applicant's (and where applicable REIT manager's or trustee-manager's) director, executive officer, founding shareholder (in the case of a SPAC listing applicant), controlling shareholder, controlling unitholder (where applicable), and officer occupying a managerial position and above who is a relative of such director, founding shareholder (in the case of a SPAC listing applicant), controlling shareholder or controlling unitholder (where applicable), in the form set out in paragraph 8, Part 7 of the Fifth Schedule, Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018, as amended from time to time. This rule is not applicable to an application for a secondary listing.

(b) [Deleted]

(c) [Deleted]

(6) Resumes and particulars of each of the applicant's (and where applicable REIT manager's or trustee-manager's) director, executive officer, founding shareholder (in the case of a SPAC listing applicant), controlling shareholder and controlling unitholder (where applicable), and if the founding shareholder (in the case of a SPAC listing applicant), controlling shareholder or controlling unitholder (where applicable) is a company or partnership, resumes and particulars of each of its director, executive officer, controlling shareholder and partner. In the case where such entity is listed on a stock exchange and the relevant information relating to each relevant person is publicly available, this requirement is not applicable, but the issue manager must inform the Exchange of any material changes.

(7) [Deleted]

(8) Detailed profit and cash flow projections for the current year and ensuing year of the applicant and each principal subsidiary and associated company must be submitted upon request by the Exchange. In the case of a secondary listing, this requirement is not applicable.

(9) Auditors' report to management on the internal control and accounting systems of the issuer and its principal subsidiaries. In the case of a secondary listing, this requirement is not applicable. Where there are material weaknesses in an issuer's internal control and accounting systems, there must, in the prospectus, offering memorandum or introductory document, be adequate disclosure of such weaknesses and the steps to address them.

(10) For an applicant which is engaged in property investment or development, the property valuation report(s) of each principal asset of the group that is revalued. In the case of a secondary listing, this requirement is not applicable.

(11) The requisite listing fee.

(12) Confirmation by the issuer that it has obtained all requisite approvals, and is in compliance with laws and regulations, that would materially affect its business operations.

(13) Statement by the directors of the applicant on whether the applicant, its subsidiaries, associated companies or any part of its undertakings and assets had previously applied for a listing in Singapore or elsewhere.

If so, to advise on the details of such application including the date of application, the relevant stock exchange, the status and outcome of the application, issues raised by the relevant stock exchange and conditions imposed.

If no prior listing has been sought, a confirmation from the directors of the applicant that they are not aware of any reasons why the applicant cannot be listed on any exchange.

(14) Confirmation by the Board of Directors and the issue manager of the applicant that, in relation to the appointment of auditing firms, the applicant is in compliance with Rule 712 and Rule 715 or 716. Unless otherwise determined by the Exchange, Rule 712(2A) does not apply to secondary listings.

(15) For an issuer seeking to list as a SPAC, the escrow agreement governing the escrowed funds.

Amended on 29 September 2011, 25 September 2015, 10 January 2020, 7 February 2020, 12 February 2021, 3 September 2021 and 29 October 2025.

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), 314(6), 314(7) and 314(8).

(1) The Memorandum and Articles of Association or other constituent documents if any, incorporating all amendments to date.

(2) [Deleted]

(3) Auditors' report to management on the internal control and accounting system of the issuer and its principal subsidiaries.

(4) For an issuer which is engaged in property investment or development, property valuation report(s) of each principal asset of the group that is revalued.

(5) The mortgage indenture or equivalent instrument certified by the trustee.

(6) The trust deed and a checklist showing compliance with the requirements in Rule 308(3), (4) and (5).

(7) Other documents, such as a deed poll, that may be applicable to the issue of debt securities.

(8) A checklist showing compliance with the relevant requirements under Rules 303 to 309.

Amended on 29 September 2011, 19 May 2016, 12 February 2021 and 29 October 2025.

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:

(1) For an investment fund denominated in Singapore Dollars:

(a) a minimum asset size of at least S$20 million; and

(b) at least 25% of the investment fund's total number of issued shares excluding treasury shares or units is held by at least 500 public shareholders (100 in the case of a venture capital fund). In the case of a business trust or REIT, Rule 210(1)(a) will apply in respect of the shareholding spread and distribution.

(2) For an investment fund denominated in a foreign currency:

(a) a minimum asset size of at least US$20 million (or its equivalent in other currencies);

(b) a spread of holders necessary for an orderly market in the shares or units of the fund. In the case of a business trust or REIT, Rule 210(1)(a) will apply in respect of the shareholding spread and distribution;

(c) in the case of an investment fund incorporated or established in a foreign country, facilities for the transfer and registration of securities in Singapore (if required by the Exchange); and

(d) in the case of an investment fund that is an exchange traded fund incorporated or established in a foreign country, the investment fund must be listed, or approved for listing, on a foreign stock exchange acceptable to the Exchange.

Investments

(3) An investment fund which is denominated in Singapore Dollars (other than a venture capital fund or a hedge fund) must comply with the following:—

(a) It must limit its investments in companies which are related to the investment fund's substantial shareholders, investment managers or management companies, to a maximum of 10% of gross assets;

(b) It must abide by the same investment and borrowing restrictions prescribed by the Code on Collective Investment Schemes; and

(c) It must restrict investments in unlisted securities to 30% of gross assets.

Investment Policy

(4) A newly formed investment fund must not change its investment objectives and policies in the first three years unless approved by a special resolution of the shareholders in a general meeting.

Investment Manager

(5) The management company (if there is no management company, the sponsor or trustee) must be reputable and have an established track record in managing investments. Generally, the management company (sponsor or trustee) must have been in operation for at least five years.

(6) The persons responsible for managing the investments of the investment fund must be reputable and have a track record in managing investments for at least 5 years. They must have satisfactory experience in managing the particular types of funds for which listing is sought.

Non-Traded Fund

(7) An investment fund that is listed, but does not intend to trade its units on the Exchange, will not have to comply with Rules 404(1)(b), 404(2)(b), 404(2)(c) and 404(2)(d).

Real Estate Investment Trust (REIT)

(8)

(a) An application for the listing of a REIT must comply with Chapters 2 and 4 of the Listing Manual. On a continuing listing basis, the REIT is required to comply with all listing rules applicable to equity securities, with necessary adaptations.

(b) A REIT is not required to comply with the following listing rules:—

(i) Rules 404(3)(a) and 404(3)(c);

(ii) Rule 404(5);

(iii) Rule 407(4) relating to the financial track record of the investment manager and investment adviser;

(iv) Rule 748(1);

(v) Rule 748(3). However, it must comply with the disclosure requirements under the Code on Collective Investment Schemes; and

(vi) Rule 909(4). However, it must comply with the requirements for interested person transactions under the Code on Collective Investment Schemes.

(c) Acquisition of properties and assets of the REIT must be completed before the commencement of listing.

(d) Right of first refusal agreements granted by the controlling unitholder to the REIT for the purpose of mitigating conflicts of interest must be valid as long as the conflicts of interest exist.

Exchange Traded Fund (ETF)

(9)

(a) An ETF is not required to comply with the following rules:—

(i) Rule 111;

(ii) Rule 112;

(iii) Rule 113;

(iv) Rules 404(1)(b) or 404(2)(b). However, it must appoint at least one Designated Market Maker;

(v) Rule 704(3);

(vi) Rule 704(17);

(vii) Rule 704(18);

(viii) Rule 704(19);

(ix) Rule 705(2);

(x) Rule 707. However, the ETF must comply with the relevant provisions under the Code on Collective Investment Schemes;

(xi) Rules 708 to 710. However, the ETF must make the necessary disclosures as required under Paragraph 7.2.1 of the Code on Collective Investment Schemes;

(xii) Rules 711 to 711B and Rule 712(2A);

(xiii) Rules 724;

(xiv) Rule 730. However, in the event material provisions in the trust deed or other constituent documents are amended, it is required to notify unitholders of any alteration via SGXNET;

(xv) Chapter 8; and

(xvi) Chapter 12 relating to annual reports. However, it must comply with the provisions in Chapter 12 relating to shareholder circulars.

Amended on 29 September 2011, 20 July 2016, 7 February 2020, 12 February 2021 and 29 October 2025.

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

Amended on 29 October 2025.

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

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

Amended on 3 September 2021.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Particulars of the investments:—

Amended on 7 February 20207 February 2020.

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

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

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

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

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

Added on 27 September 201327 September 2013.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Added on 3 September 2021.

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

(1) Any change of address of the registered office of the issuer or of any office at which the Register of Members or any other register of securities of the issuer is kept.

(2) Any proposed alteration to the Memorandum of Association or Articles of Association or Constitution of the issuer (see Rule 730 which requires issuers to seek the Exchange's approval for any alteration to their Articles or constituent documents).

(3) [Deleted]

(4) Any call to be made on partly paid securities of the issuer or of any of its principal subsidiaries.

(5) Any adverse opinion, disclaimer of opinion, qualified opinion or emphasis of a matter (including a material uncertainty relating to going concern) by the auditors on the financial statements of:—

(a) the issuer; or

(b) any of the issuer's subsidiaries or associated companies, if the adverse opinion, disclaimer of opinion, qualified opinion or emphasis of a matter has a material impact on the issuer's consolidated accounts or the group's financial position.

(6) If an issuer has previously announced its preliminary full-year results, any material adjustments to its preliminary full-year results made subsequently by auditors.

Appointment Or Cessation of Service

(7)

(a) Any appointment or cessation of service of key persons such as director, chief executive officer, chief financial officer, chief operating officer, general manager or, qualified person or other executive officer of equivalent authority, company secretary, registrar or auditors of the issuer. The announcement of an appointment or cessation of service of key persons such as director, chief executive officer, chief financial officer, chief operating officer, general manager or, qualified person or other executive officer of equivalent authority must contain the information contained in Appendix 7.4.1 or Appendix 7.4.2, as the case may be.

(b) In the case of a cessation of service of any director, chief executive officer, chief financial officer, chief operating officer, general manager or other executive officer of equivalent authority, such persons must inform the Exchange in writing as soon as possible if he is aware of any irregularities in the issuer which would have a material impact on the group, including financial reporting.

(8) Any appointment or reappointment of a director to the audit committee. The issuer must state in the announcement whether the board considers the director to be independent. The issuer must also provide such additional disclosure as may be appropriate in the circumstances to enable its shareholders to assess the independence or otherwise of the appointed director. In the event of any retirement or resignation which renders the audit committee unable to meet the minimum number (not less than three) the issuer should endeavour to fill the vacancy within two months, but in any case not later than three months.

(9) Any appointment of a person who is a relative of a director or chief executive officer or substantial shareholder of the issuer to a managerial position in the issuer or any of its principal subsidiaries. The announcement must state the job title, duties and responsibilities of the appointee, and the information required in Rule 704(7).

(10) Any promotion of an appointee referred to in Rule 704(9).

(11) Any appointment of, or change in legal representative(s) (or person(s) of equivalent authority, however described), appointed as required by any relevant law applicable to the issuer and/or any of its principal subsidiaries, with sole powers to represent, exercise rights on behalf of, the issuer and/or that principal subsidiary.

(12) For issuers with principal subsidiaries based in jurisdictions other than Singapore, any of its independent directors' appointment or cessation of service from the boards of these principal subsidiaries.

(13) Within 60 days after each financial year, the issuer must make an announcement of each person occupying a managerial position in the issuer or any of its principal subsidiaries who is a relative of a director or chief executive officer or substantial shareholder of the issuer as set out in Appendix 7.2 Part II. If there are no such persons, the issuer must make an appropriate negative statement. The Exchange may require the issuer to provide additional information on any such person, including his remuneration, any changes to his duties, responsibilities and remuneration package.

Appointment of Special Auditors or Additional Auditors

(14) Any appointment of a special auditor or an additional auditor. The issuer may be required by the Exchange to announce the findings of the special auditors or the additional auditors.

General Meetings

(15) The date, time and place of any general meeting. All notices convening meetings must be sent to shareholders at least 14 calendar days before the meeting (excluding the date of notice and the date of meeting). For meetings to pass special resolution(s), the notice must be sent to shareholders at least 21 calendar days before the meeting (excluding the date of notice and the date of meeting).

(16) Immediately after each general meeting and before the commencement of the pre-opening session on the market day following the general meeting, whether the resolutions put to a general meeting of an issuer were passed. The announcement shall include:

(a) Breakdown of all valid votes cast at the general meeting, in the following format:

(b) Details of parties who are required to abstain from voting on any resolution(s), including the number of shares held and the individual resolution(s) on which they are required to abstain from voting; and

(c) Name of firm and/or person appointed as scrutineer.

Acquisitions and Realisations

(17) Any acquisition of:—

(a) shares resulting in the issuer holding 10% or more of the total voting rights of a quoted company; and

(b) except for an issuer which is a bank, finance company, securities dealing company or approved financial institution, quoted securities resulting in the issuer's aggregate cost of investment exceeding each multiple of 5% of the issuer's latest audited consolidated net tangible assets. The announcement must state:—

(i) the issuer's aggregate cost of investment in quoted securities before and after the acquisition, and such amounts as a percentage of the latest audited consolidated net tangible assets of the issuer;

(ii) the total market value of its investment in quoted securities before and after the acquisition; and

(iii) the amount of any provision for diminution in value of investment in quoted securities.

An issuer should not include the issuer's holdings in its subsidiaries and associated companies listed or quoted on the Exchange or on a foreign stock exchange when computing its investment in quoted securities.

(c) [Deleted]

(d) [Deleted]

(18) Any sale of:—

(a) shares resulting in the issuer holding less than 10% of the total voting rights of a quoted company; and

(b) except for an issuer which is a bank, a finance company, a securities dealing company or an approved financial institution, quoted securities resulting in the issuer's aggregate cost of investment in quoted securities falling below each multiple of 5% of the issuer's latest audited consolidated net tangible assets. The announcement must contain the same information as required under Rule 704(17)(b)(i) to (iii), relating to a sale instead of an acquisition.

(c) [Deleted]

(d) [Deleted]

(19) Any acquisition or disposal of shares or other assets which is required to be announced under Chapter 10.

Winding Up, Judicial Management, etc

(20) Any application filed with a court to wind up the issuer or any of its subsidiaries, or to place the issuer or any of its subsidiaries under judicial management.

(21) The appointment of a receiver, judicial manager or liquidator of the issuer or any of its subsidiaries

(22) [Deleted]

(23) Where Rule 704(20), (21) or (32) applies, a monthly update must be announced regarding the issuer's financial situation, including:—

(a) the state of any negotiations between the issuer and its principal bankers or trustee; and

(b) the issuer's future direction, or other material development that may have a significant impact on the issuer's financial position.

If any material development occurs between the monthly updates, it must be announced immediately. No monthly updates are required for a voluntary liquidation of a dormant subsidiary by the issuer that is announced pursuant to Rule 704(21).

Announcement of Results, Dividends, etc

(24) Any recommendation or declaration of a dividend (including a bonus or special dividend, if any), the rate and amount per share and date of payment. If dividends are not taxable in the hands of shareholders, this must be stated in the announcement and in the dividend advice to shareholders. If there is a material variation in the interim or final dividend rate compared to that for the previous corresponding period, the directors must state the reasons for the variation at the time the dividend is recommended or declared. If the directors decide not to declare or recommend a dividend, this must be announced together with the reason(s) for such decision.

(25) After the end of each of the first three quarters of its financial year, half year or financial year, as the case may be, an issuer must not announce any:—

(a) dividend;

(b) bonus issue or rights issue;

(c) record date;

(d) capital return; or

(e) passing of a dividend,

(f) [Deleted]

unless it is accompanied by the financial statements for the quarter, half year or financial year (as set out in Appendix 7.2), as the case may be, or the financial statements (as set out in Appendix 7.2) have been announced.

Record Date

(26) Any intention to fix a record date, stating the date, reason and address of the share registry at which the relevant documents will be accepted for registration. At least 5 market days of notice (excluding the date of announcement and the record date) must be given for any record date. Issuers could consider a longer notice period, where necessary. The Exchange may agree to a shorter books closure period. In fixing a record date, an issuer must ensure that the last day of trading on a cum basis falls at least 1 day after the general meeting, if a general meeting is required to be held.

(27) The issuer must not fix a record date for any purpose until at least 8 market days after the previous record date. This rule does not prohibit identical record dates for different purposes.

Treasury Shares and Subsidiary Holdings

(28) Any sale, transfer, cancellation and/or use of treasury shares, stating the following:—

(a) Date of the sale, transfer, cancellation and/or use;

(b) Purpose of such sale, transfer, cancellation and/or use;

(c) Number of treasury shares sold, transferred, cancelled and/or used;

(d) Number of treasury shares before and after such sale, transfer, cancellation and/or use;

(e) Percentage of the number of treasury shares against the total number of shares outstanding in a class that is listed before and after such sale, transfer, cancellation and/or use; and

(f) Value of the treasury shares if they are used for a sale or transfer, or cancelled.

(28A) Any sale, transfer, cancellation and/or use of subsidiary holdings, stating the following:—

(a) Date of the sale, transfer, cancellation and/or use;

(b) Purpose of such sale, transfer, cancellation and/or use;

(c) Number of subsidiary holdings sold, transferred, cancelled and/or used;

(d) Number of subsidiary holdings before and after such sale, transfer, cancellation and/or use; and

(e) Percentage of the number of subsidiary holdings against the total number of shares outstanding in a class that is listed before and after such sale, transfer, cancellation and/or use.

Employee share option or share scheme

(29) Any grant of options or shares. The announcement must be made on the date of the offer and provide details of the grant, including the following:—

(a) Date of grant;

(b) Exercise price of options granted;

(c) Number of options or shares granted;

(d) Market price of its securities on the date of grant;

(e) Number of options or shares granted to each director and controlling shareholder (and each of their associates), if any; and

(f) Validity period of the options.

Use of Proceeds

(30) The use of the IPO proceeds and any proceeds arising from any offerings pursuant to Chapter 8 as and when such funds are materially disbursed and whether such a use is in accordance with the stated use and in accordance with the percentage allocated in the prospectus or the announcement of the issuer. Where the proceeds are used for general working capital purposes, the issuer must announce a breakdown with specific details on the use of proceeds for working capital. Where there is any material deviation from the stated use of proceeds, the issuer must also announce the reasons for such deviation.

Loan Agreements / Issue of Debt Securities

(31) When the issuer or any of its subsidiaries enters into a loan agreement or issues debt securities that contain a specified condition, and the breach of this specified condition will be an event of default, an enforcement event or an event that would cause acceleration of the repayment of the principal amount of the loan or debt securities, significantly affecting the operations of the issuer or results in the issuer facing a cash flow problem:—

(a) the details of the specified condition; and

(b) the level of these facilities that may be affected by a breach of such specified condition.

For the purpose of Rule 704(31) and Rule 728, a "specified condition" is a condition that makes reference to the shareholding interests of any controlling shareholder of the issuer, REIT manager or trustee-manager, or unitholding interests of any controlling unitholder of the REIT or business trust, as the case may be, or a restriction on any change in control of the issuer, REIT, business trust, REIT manager or trustee-manager, or on any change of the REIT manager or trustee-manager, as the case may be.

(32) For any loan agreement or debt securities of the issuer or any of its subsidiaries, any breach of, or occurrence of any event under the terms of, the loan agreement or debt securities if it, in the opinion of the issuer's directors, may:

(a) have a significant impact on the operations of the issuer; or

(b) result in the issuer facing a cash flow problem.

Restatement of Financial Statements Required by Regulatory Authority

(33) Any requirement by a regulatory authority to restate or re-file financial statements, indicating clearly the reasons for being required to do so.

Public Sanctions

(34) Any public reprimand or public sanction relating to non-compliance with applicable laws or regulations, including any applicable accounting standards.

Third and Subsequent Consecutive Financial Year Losses 

(35) When the issuer records pre-tax losses for the third and subsequent consecutive financial year (based on audited full year consolidated accounts) as set out in Appendix 7.8.

Amended on 1 January 2011, 29 September 2011, 19 November 2012, 27 September 2013, 1 August 2015, 31 March 2017, 26 June 2018, 23 August 2018, 1 January 2019, 7 February 2020, 7 February 2020, 12 February 2021 and 29 October 2025.

(1) An issuer must announce the financial statements for the full financial year (as set out in Appendix 7.2) immediately after the figures are available, but in any event not later than 60 days after the relevant financial period.

(2) An issuer must announce the financial statements for each of the first three quarters of its financial year (as set out in Appendix 7.2) immediately after the figures are available, but in any event not later than 45 days after the quarter end if:—

(a) [Deleted]

(b) [Deleted]

(c) [Deleted]

(d) its auditors have issued an adverse opinion, a qualified opinion or a disclaimer of opinion on the issuer's latest financial statements; or

(e) its auditors have stated that a material uncertainty relating to going concern exists in the issuer's latest financial statements.

(2A) Unless otherwise determined by the Exchange, an issuer that is required to announce its financial statements under Rule 705(2) will have a grace period of one year to comply with the requirement, such grace period commencing on the date on which the condition in Rule 705(2) is met. An issuer must continue to comply with Rule 705(2) for so long as any condition in Rule 705(2) is met.

(2B) Rule 705(2) will not apply to an issuer if:—

(a) it is undergoing judicial management, winding up or provisional liquidation; or

(b) its assets consist wholly or substantially of cash or short-dated securities as referred to in Rule 1018.

(2C) An issuer that is required by the Exchange to announce its quarterly financial statements must prominently include a statement on the cover page of its announcement of its quarterly financial statements that such an announcement is pursuant to an Exchange requirement.

(3)

(a) [Deleted]

(b) An issuer that is not required to comply with Rule 705(2) must either:

(i) announce the financial statements for each of the first three quarters of its financial year (as set out in Appendix 7.2); or

(ii) announce its first half financial statements (as set out in Appendix 7.2),

in each case immediately after the figures are available, but in any event not later than 45 days after the relevant financial period.

If an issuer that is not required to comply with Rule 705(2) announces its quarterly financial statements in a format other than as set out in Appendix 7.2, it must comply with Rule 705(3)(b)(ii).

(3A) An issuer that prepares its financial statements under Rule 705 in accordance with Appendix 7.2 must also prepare such financial statements in accordance with the relevant accounting standards for interim financial reports under Singapore Financial Reporting Standards (International) ("SFRS(I)s"), or International Financial Reporting Standards ("IFRS"), or US Generally Accepted Accounting Principles ("US GAAP").

(4) Notwithstanding the foregoing, with respect to the first announcement to be made by the issuer pursuant to Rule 705(1), 705(2), or 705(3)(b) following its listing on the Exchange, where the time period between the date of its listing and the final date for the issuer to make the relevant announcement pursuant to Rule 705(1), 705(2), or 705(3)(b) above is less than 30 days, the issuer shall have 30 days from the relevant deadline to make the relevant announcement of the financial statements provided that the following conditions are satisfied:

(a) the extension is announced by the issuer at the time of the issuer's listing; and

(b) in the announcement referred to in paragraph (a), the issuer must confirm that there is no material adverse change to the financial position of the issuer since the date of its prospectus or introductory document issued in connection with its listing on the Exchange.

(5) In the case of an announcement of interim financial statements (quarterly or half-yearly, as applicable, but excluding full year financial statements), an issuer's directors must provide a confirmation that, to the best of their knowledge, nothing has come to the attention of the board of directors which may render the interim financial statements to be false or misleading in any material aspect. In order to make this confirmation, directors would not be expected to commission an audit of these financial statements. The confirmation may be signed by 2 directors on behalf of the board of directors.

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

(6) An issuer which qualified for listing pursuant to Rule 210(8) or Rule 210(9) must make a quarterly announcement on the use of funds/cash for the quarter and a projection on the use of funds/cash for the next immediate quarter, including material assumptions, immediately after the figures are available but in any event not later than 45 days after the first three quarters of the financial year and not later than 60 days after the last quarter. The issuer's directors must also provide a confirmation that, to the best of their knowledge, nothing has come to their attention which may render such information provided false or misleading in any material aspect. In order to make this confirmation, the directors would not be expected to commission an external audit or review of the statements. The confirmation may be signed by 2 directors on behalf of the board of directors.

This rule ceases to apply:

(i) For life science companies, once the issuer is able to meet the profit criteria under Rule 210(2)(a) or all its principal products have reached commercialisation;

(ii) For mineral, oil or gas companies, once the issuer is able to meet the profit criteria under Rule 210(2)(a) or all its principal mineral, oil or gas assets are in production.

(7) In the announcements required by Rule 705(1) and (6), a mineral, oil and gas company must also include details of exploration (including geophysical surveys), development and/or production activities undertaken by the issuer and a summary of the expenditure incurred on those activities, including explanations for any material variances with previous projections, for the period under review. If there has been no exploration, development and/or production activity respectively, that fact must be stated.

Amended on 27 September 2013, 23 August 2018, 7 February 2020, 12 February 2021 and 29 October 2025.

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: 

(a) prepared in accordance with Singapore Financial Reporting Standards (International) ("SFRS(I)s"), International Financial Reporting Standards ("IFRS"), or US Generally Accepted Accounting Principles ("US GAAP"); and

(b) audited by certified public accountants in accordance with Singapore Standards on Auditing, International Standards on Auditing, US Generally Accepted Auditing Standards, or auditing standards of the Public Company Accounting Oversight Board (United States), as the case may be.

Added on 7 February 2020 and amended on 12 February 2021 and 29 October 2025.

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

(1) Any proposed change of acquisition mandate for the business combination must be approved by a majority of at least 75% of the votes cast by shareholders at a general meeting to be convened.

Notification of Change in Information

(2) The issuer must immediately announce via SGXNET:

(a) any material change to the information disclosed in the prospectus of the IPO including (i) any change of the escrow agent of its escrow account and change in the permitted investments; and (ii) any change in maximum percentage dilution limit established by the issuer under Rule 210(11)(k);

(b) upon becoming aware that it will not be able to complete its business combination within the permitted time frame, immediately announce this fact, and the reasons for the inability to complete;

(c) any material change described in Rule 210(11)(n)(i); and

(d) where a business combination is not completed or is rescinded by any party to the transaction due to any reason, (i) the reasons for the non-completion or recission of the transaction; (ii) the financial impact of the non-completion or recission on the issuer; and (iii) the possible course(s) of action to protect the interests of the shareholders of the issuer. Notwithstanding this, the issuer must provide timely updates on the specific course of action including its progress and outcome.

Business Combination

(3) The issuer must provide quarterly updates of cash utilisation that meets the Exchange’s requirements via SGXNET, including information set out in Practice Note 6.4.

(4) Where an application is submitted to the Exchange for an extension of time to complete the business combination under Rule 210(11)(m)(ii), the issuer must immediately announce the fact via SGXNET. The issuer must confirm the following in the announcement:

(a) there is no material adverse change to the financial position of the issuer since the date of prospectus issued in connection with its listing on the Exchange;

(b) the extension is permitted by and in accordance with all relevant laws and regulations governing the issuer in its place of constitution; and

(c) the issuer will provide quarterly updates to investors on its progress in meeting key milestones in completing the business combination via SGXNET.

(5) An issuer which has yet to complete a business combination is not permitted to undertake share buy-backs.

(6) The issuer must comply with the following for the business combination:

(a) Rules 211A, 215, 216, 218, 219, 221 to 224B, 229A; and

(b) Rules 246(5)(a) and 246(6), with the necessary adaptations for the resulting issuer.

(7) Following completion of the business combination, the resulting issuer will be subject to (a) Rule 113(2), with the necessary adaptations; and (b) the continuing listing obligations in Chapters 7 to 13, and will no longer need to comply with the additional requirements under this rule.

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

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.

Deleted on 29 October 2025.

Deleted on 29 October 2025.

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.

(1)

(a) Where an acquisition of assets (whether or not the acquisition is deemed in the issuer's ordinary course of business) is one where any of the relative figures as computed on the bases set out in Rule 1006 is 100% or more, or is one which will result in a change in control of the issuer, the transaction is classified as a very substantial acquisition or reverse takeover respectively. The issuer must, after terms have been agreed, immediately announce the following :—

(i) the information required in Rules 1010, 1011, 1012 and 1013, where applicable; and

(ii) the latest three years of proforma financial information of the assets to be acquired.

(b) The acquisition must be made conditional upon the approval of shareholders and the approval of the Exchange.

(2) For very substantial acquisition, the target business to be acquired must be profitable and meets the requirement in Rule 210(4)(a), and the enlarged group must comply with the requirements in Rule 210(5) and (6). The issuer must appoint a competent and independent valuer to value the assets. The Exchange may approve the very substantial acquisition unconditionally or subject to condition(s), or may reject, as it thinks appropriate.

(3) For reverse takeovers, the incoming business and the enlarged group must comply with the following requirements:

(a) The requirements in Rule 210(1), 210(2)(a) or (b) or (c), 210(3), 210(4), 210(5), 210(6), 210(7), 211A, Parts V, VII and VIII of Chapter 2 and, if applicable, Rule 222. A life science company may rely on the exceptions specified in Rule 210(8). A mineral, oil and gas company must fulfil the additional listing requirements in Rule 210(9). The issuer must appoint a competent and independent valuer to value the incoming business. For the avoidance of doubt, any profit guarantee granted by the vendors will not be taken into consideration for the purpose of compliance with Rule 210(2);

(b) The reference to "invitation shares" in Rule 210(1)(a) means the minimum prescribed public float based on the total number of issued shares excluding treasury shares of the enlarged group, being 25% for SGX Mainboard issuers.

(c) The requirements specified in Rules 227, 228 and 229 are applicable to:—

(i) persons who are existing controlling shareholders or who will become controlling shareholders of the issuer as a result of the asset acquisition; and

(ii) associates of any person in (i).

This is also applicable to very substantial acquisition.

The applicable period of moratorium in Rule 229 will commence upon resumption of trading of the securities.

(d) Where the consideration for the acquisition of assets by the issuer is to be satisfied by the issue of shares, the price per share of the issuer after adjusting for any share consolidation must not be lower than S$0.50.

(4) The issuer must submit the following:—

(a) A compliance checklist for Rule 210 or Rule 222, whichever is applicable;

(b) A compliance checklist for the information required in Rule 1015(5);

(c) For reverse takeovers, declaration by each of the enlarged group's (and where applicable REIT manager's or trustee-manager's) director, executive officer, controlling shareholder, controlling unitholder (where applicable), and officer occupying a managerial position and above who is a relative of such director, controlling shareholder or controlling unitholder (where applicable), in the form set out in paragraph 8, Part 7 of the Fifth Schedule, Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018, as amended from time to time. For very substantial acquisitions, this requirement applies only to each new relevant person; and

(d) For reverse takeovers, resumes and particulars of each of the enlarged group's (and where applicable REIT manager's or trustee-manager's) director, executive officer, controlling shareholder and controlling unitholder (where applicable), and if the controlling shareholder or controlling unitholder (where applicable) is a company or partnership, resumes and particulars of each of its director, executive officer, controlling shareholder and partner. In the case where such entity is listed on a stock exchange and the relevant information relating to each relevant person is publicly available, this requirement is not applicable, but the Exchange must be informed of any material changes.

(5) In relation to the assets to be acquired, the shareholders' circular must contain the following:—

(a) Information required by Rules 1010, 1011, 1012, 1013 and Part II of Chapter 6 of the Listing Manual, where applicable;

(b) An accountants' report on the assets to be acquired and the enlarged group. Rule 609 applies to the accountant's report;

(c) A statement by the directors in the form set out in Practice Note 12.1; and

(d) A statement by the issue manager(s) and/or financial adviser(s) in the form set out in paragraph 3.1 of Practice Note 12.1.

(6) The Exchange may suspend the securities of the issuer until:—

(a) the information required in Rule 1010 has been announced (unless the only information missing is insignificant); and

(b) the issuer has satisfied the Exchange that it meets the admission requirements set out in Rule 1015(3)(a) and (b).

(7) Rule 1015 does not apply in the case of an acquisition of profitable asset(s) if the only limit breached is Rule 1006(b).

(8) Rule 113(2) applies to an issuer which is the subject of a reverse takeover, with the necessary adaptations.

(9) Where a very substantial acquisition or reverse takeover is not completed or is rescinded by any party to the transaction due to any reason, the issuer must immediately announce via SGXNET the following:

(a) the reasons for the non-completion or rescission of the transaction;

(b) the financial impact of the non-completion or recission on the issuer; and

(c) the possible course(s) of action to protect the interests of the shareholders of the issuer. Notwithstanding this, the issuer must provide timely updates on the specific course of action including its progress and outcome.

Amended on 29 September 2011, 10 August 2012, 27 September 2013, 23 August 2018, 10 January 2020, 7 February 2020 and 29 October 2025.

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

(1) The name of the company's secretary.

(2) The address, telephone number, facsimile number and electronic mail address (if any) of the registered office.

(3) The address of each office at which a register of securities is kept.

(4)

(a) A review, in as much detail as appropriate, of the operating and financial performance of the issuer and its principal subsidiaries in the last financial year.

(b) The review must include each of the following:—

(i) Any development subsequent to the release of the issuer's preliminary financial statement, which would materially affect the issuer's operating and financial performance;

(ii) An analysis of the business outlook;

(iii) Prospectus-type information relating to the background of directors and key management staff; and

(iv) Prospectus-type information relating to risk management policies and processes.

(c) Issuers are encouraged (but not required) to follow the OFR Guide when preparing their reviews.

(5)

(a) The annual audited accounts (consolidated);

(b) The audited balance sheet (unconsolidated) of the issuer;

(c) The cashflow statement (consolidated);

(d) A statement whether or not the financial statements are prepared in accordance with the prescribed accounting standards and audited in accordance with the prescribed auditing standards, each as prescribed under Rule 709A; and

(e) Disclosure of the nature and financial effect of, and justification for any deviation from the prescribed accounting standards, together with the auditors' confirmation of their agreement to the deviation and a statement by the auditors that the deviation is necessary to present "true and fair" financial statements.

(6)

(a) The aggregate amount of fees paid to auditors, broken down into audit and non-audit services. If there are no audit or non-audit fees paid, to make an appropriate negative statement.

(b) Confirmation by the audit committee that it has undertaken a review of all non-audit services provided by the auditors and they would not, in the audit committee's opinion, affect the independence of the auditors.

(c) A statement that the issuer complies with Rules 712, and Rule 715 or 716 in relation to its auditing firms.

(7) A statement (as at the 21st day after the end of the financial year) showing the direct and deemed interests of each director of the issuer in the issuer's shares and convertible securities.

(8) Particulars of material contracts of the issuer and its subsidiaries involving the interests of the chief executive officer, each director or controlling shareholder, either still subsisting at the end of the financial year or if not then subsisting, entered into since the end of the previous financial year. In the case of a loan, also state:—

(a) the names of the lender and the borrower;

(b) the relationship between the lender and the borrower and whether the director or controlling shareholder is the lender or borrower;

(c) the amount of the loan;

(d) the interest rate;

(e) the terms as to payment of interest and repayment of principal; and

(f) the security provided.

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

(9) A statement (made up to a date not more than 1 month before the date of the notice of the annual general meeting or summary financial statement, whichever is earlier) indicating the date of such statement and setting out:—

(a) the number of holders of each class of equity securities and the voting rights attaching to each class;

(b) a distribution schedule of each class of equity securities (including convertible securities) other than share options referred to in Rule 1207(16), setting out the number of holders in the following categories:—

1–99

100–1,000

1,001–10,000

10,001–1,000,000

1,000,0001 and above

(c) the names of the substantial shareholders and a breakdown of their direct and deemed interests as shown in the company's Register of Substantial Shareholders. For deemed interests, the issuer must disclose how such interests are held or derived;

(d) for each class of equity securities, the names of the 20 largest holders and the number held;

(e) the percentage of shareholding held in the hands of public and confirmation that Rule 723 is complied with.

(f) the number of treasury shares held;

(g) the number of subsidiary holdings held;

(h) the percentage of the aggregate number of treasury shares and subsidiary holdings held against the total number of shares outstanding in a class that is listed; and

(i) for an issuer with a dual class share structure, prominently include: (i) a statement on the cover page that the issuer is a company with a dual class share structure; and (ii) the following details for each holder of multiple voting shares:

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

(10A) The relationship between the chairman and chief executive officer of the issuer must be disclosed if they are immediate family members.

(10B) All directors, including their designations (i.e. independent, non-executive, executive, etc.) and roles (as members or chairmen of the board or board committees), must be identified in the annual report.

(10C) Audit committee's comment on whether the internal audit function is independent, effective and adequately resourced.

(10D) The names, amounts and breakdown of remuneration paid to each individual director and the chief executive officer by the issuer and its subsidiaries. Such breakdown must include (in percentage terms) base or fixed salary, variable or performance-related income or bonuses, benefits in kind, stock options granted, share-based incentives and awards, and other long-term incentives.

Land and Buildings

(11) In respect of land and buildings, a breakdown of the value in terms of freehold and leasehold. Where properties have been revalued, to state the portion of the aggregate value of land and buildings that is based on valuation, and to state the valuation date. The valuation of real property must be carried out by a property valuer in accordance with the property valuation standards. Where the aggregate value for all properties for development, sale or for investment purposes held by the group represent more than 15% of the value of the consolidated net tangible assets, or contribute more than 15% of the consolidated pre-tax operating profit, the issuer must disclose the following information as a note to the accounts:—

(a) In the case of property held for development and/or sale:—

(i) a brief description and the location of the property;

(ii) if in the course of construction, the stage of completion as at the date of the annual report and the expected completion date;

(iii) the existing use (e.g. shops, offices, factories, residential, etc);

(iv) the site and gross floor area of the property; and

(v) the percentage interest in the property.

(b) In the case of property held for investment:—

(i) a brief description and the location of the property;

(ii) the existing use (e.g. shops, offices, factories, residential, etc); and

(iii) whether the property is leasehold or freehold. If leasehold, state the unexpired term of the lease.

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]

(12) [Deleted]

(13) [Deleted]

(14) [Deleted]

(15) [Deleted]

Employee Share Option Scheme

(16) The information required by Rule 852 in respect of any employee share option (or share incentive) scheme.

Interested Person Transactions

(17) The information required by Rule 907 in respect of any interested person transactions entered into during the financial year.

(18) The information required by Rule 710.

Whistleblowing Policy

(18A) A statement that the issuer has put in place a whistleblowing policy which sets out the procedures for a whistleblower to make a report to the issuer on misconduct or wrongdoing relating to the issuer and its officers.

(18B) An explanation of how the issuer has complied with the following: —

(a) the issuer has designated an independent function to investigate whistleblowing reports made in good faith;

(b) the issuer ensures that the identity of the whistleblower is kept confidential;

(c) the issuer discloses its commitment to ensure protection of the whistleblower against detrimental or unfair treatment; and

(d) the Audit Committee is responsible for oversight and monitoring of whistleblowing.

Dealings in Securities

(19) A statement whether and how the issuer has complied with the following best practices on dealings in securities:—

(a) A listed issuer should devise and adopt its own internal compliance code to provide guidance to its officers with regard to dealing by the listed issuer and its officer in its securities;

(b) An officer should not deal in his company's securities on short-term considerations; and

(c) A listed issuer and its officers should not deal in the listed issuer's securities during the period commencing two weeks before the announcement of the company financial statements for each of the first three quarters of its financial year and one month before the announcement of the company's full year financial statements (if the issuer announces its quarterly financial statements, whether required by the Exchange or otherwise), or one month before the announcement of the company's half year and full year financial statements (if the issuer does not announce its quarterly financial statements).

Use of Proceeds

(20) If applicable, a status report on the use of IPO proceeds and any proceeds arising from any offerings pursuant to Chapter 8 and whether the use of proceeds is in accordance with the stated use and is in accordance with the percentage allocated in the prospectus or the announcement of the issuer. Where the proceeds are used for general working capital purposes, the issuer must announce a breakdown with specific details on the use of proceeds for working capital. Where there is any material deviation from the stated use of proceeds, the issuer must also announce the reasons for such deviation.

Mineral, Oil and Gas Activities

(21) In the case of mineral, oil and gas companies, a summary of reserves and resources as at the end of the issuer's financial year as set out in Appendix 7.5. The issuer must comply with Rule 750 if there are material changes to its reserves and resources.

Amended on 29 September 2011, 27 September 2013, 19 January 2015, 20 July 2016, 31 March 2017, 26 June 2018, 23 August 2018, 1 January 2019, 7 February 2020, 7 February 2020, 12 February 2021, 1 January 2022, 11 January 2023 and 29 October 2025.

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.