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

PUBLIC FLOAT				DISTRIBUTION
Market Capitalisation (S$ million) ("M")		Proportion of post-invitation share capital in public hands	Number of shareholders	Total Offer Size (S$ million) ("O")	Distribution
S G X - M A I N B O A R D	M < 300	25%	500	O< 75	At least 40% of the invitation shares or $15 million whichever is lower, must be distributed to investors each allotted not more than 0.8% of the invitation shares or $300,000 worth of shares whichever is lower.
	300 ≤ M < 400	20%	500	75 ≤ O < 120	At least 20% of the invitation shares must be distributed to investors, each allotted not more than 0.4% of the invitation shares.
	400 ≤ M < 1000	15%	500	O ≥ 120	No requirement applicable.
	M ≥ 1000	12%	500		Notes: 1) The shareholdings of an applicant and his associates must be aggregated and treated as one single holder. 2) Preferential allotments made pursuant to Rule 234 must be excluded.

(b)

(a) Minimum consolidated pre-tax profit (based on full year consolidated audited accounts) of at least S$30 million for the latest financial year and has 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), has an operating track record of at least three years and has 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.

(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) If the group made low profits or losses in the two years before the application due to specific factors which were of a temporary nature and such adverse factors have either ceased or are expected to be rectified upon the issuer's listing, the application may still be considered.

(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.

(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) Prior to listing, all debts owing to the group by its directors, substantial shareholders, and companies controlled by the directors and substantial shareholders must be settled. For the purposes of this paragraph (b), reference to debt includes third party indebtedness (including contingent liabilities for guarantees and indemnities) incurred by the group for the benefit of the directors, substantial shareholders and companies controlled by the directors and substantial shareholders. This rule does not apply to debts owing by the subsidiaries and associated companies of the issuer to the group.

(c) While the surplus arising from revaluation of plant and equipment can be shown in the books of the issuer, such surplus should not be capitalised or used for calculating its net tangible assets per share.

(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:

(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.

(a) has successfully raised funds from institutional investors, accredited investors as defined in the SFA or such relevant persons as contemplated under sections 274 and 275 of the SFA prior to its IPO, not less than 6 months prior to the date of the listing application;

(b) meets the S$300 million market capitalisation requirement in Rule 210(2)(c);

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

(d) demonstrates that it has a three-year record of operations in laboratory research and development and submit to the Exchange the following:

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

(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:

(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: 

(a) In this Rule 210(10):

(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):

(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:

(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.

(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.

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

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

(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).

(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:
 

Market Capitalisation (S$ million) (“M”)	Proportion of subscription
150 ≤ M < 300	3.5%
300 ≤ M < 500	3.0%
M ≥ 500	2.5%

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.

(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.

(h)

(i)

(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:

(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.

(l)

(m)

(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.