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.