Part II Circulars | Rulebooks

1202

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.

1203

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

(1) the participation of, or grant of options to, controlling shareholders and their associates pursuant to a share option scheme;

(2) the renewal of a share buy-back mandate; or

(3) the proposed amendment of the issuer's Memorandum or Articles of Association or other constituent documents.

(4) the renewal of a general mandate from shareholders pursuant to Rule 920, unless there is no change from the previous proposal.

(5) the proposed change of auditors or the proposed appointment of an additional auditing firm to meet requirements in Rule 712(2A). The notice should incorporate, where applicable:—

(a) Confirmation from the outgoing auditors whether or not they are aware of any professional reasons why the new auditors should not accept appointment as auditors of the issuer. If so, to provide details;

(b) Confirmation from the issuer whether or not there were disagreements with the outgoing auditors on accounting treatments within the last 12 months. If so, to provide details;

(c) Confirmation from the issuer whether or not it is aware of any circumstances connected with the change of auditors that should be brought to the attention of the shareholders of the issuer;

(d) Specific reasons for the change of auditors, including whether the outgoing auditors resigned, declined to stand for election, were dismissed or directed by the Exchange to be replaced under Rule 1405(1)(fb);

(e) Confirmation from the issuer that it complies with Rule 712, and Rule 715 or 716 in relation to the appointment of the new auditing firm; and

(f) Explanation that the appointment of an additional auditing firm is to meet the Exchange’s requirements in Rule 712(2A).

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

1204

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.

1205

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 2011 29 September 2011.

1206

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

(1) contain all information necessary to allow shareholders to make a properly informed decision or, if no decision is required, to be properly informed;

(2) advise shareholders that if they are in any doubt as to any action they should take, they should consult independent advisers;

(3) state that the Exchange takes no responsibility for the accuracy of any statements or opinions made or reports contained in the circular;

(4) comply with specific circular requirements in the Listing Manual;

For example:—

Corporate Action	Rules requiring specific information to be disclosed in the circulars to shareholders
(a) Rights Issues	Appendix 8.2
(b) Bonus Issues and Subdivision of Shares	Rule 839
(c) Issue of Warrants and Other Convertible Securities	Rule 832
(d) Employee Share Option Schemes	Rules 855, 856, 857, 858 and 861
(e) Share Buy-Backs	Rule 883
(f) Scrip Dividends	Rule 862(1)
(g) Interested Person Transactions	Rules 920(1)(b) and 921
(h) Significant Transactions	Rule 1014
(i) Very Substantial Acquisitions or Reverse Takeovers	Rule 1015(5)

(5) include an appropriate statement if a person is required to abstain from voting on a proposal at a general meeting by a listing rule or pursuant to any court order. Such statement must set out that the issuer will disregard any votes cast on a resolution by the person required to abstain from voting by the listing rule or pursuant to a court order where such court order is served on the issuer; and

(6) name the financial adviser and/or issue manager appointed (if any) in the circular, and where required by SGX, include a responsibility statement from the financial adviser and/or issue manager in respect of such information contained in the circular as required by SGX, as set out in paragraph 3.1 of Practice Note 12.1.

(7) for an issuer with a dual class share structure, prominently include: (a) a statement on the cover page that the issuer is a company with a dual class share structure; and (b) information on the voting rights of each class of shares.

Amended on 29 September 2011 29 September 2011, 31 March 2017 31 March 2017, 26 June 2018 26 June 2018, 10 January 2020 10 January 2020 and 7 February 2020 7 February 2020.