Section A — General

The Rules, and any Directives, operate as a binding contract between SGX-ST and each Trading Member, and between a Trading Member and any other Trading Member.

1.1.2

A person who is not a party to the Rules has no rights under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce the Rules, regardless of whether such person has been identified by name, as a member of a class or as answering a particular description.

Amended on 23 January 2009 23 January 2009.

1.1.3

A person is deemed to be bound by the Rules and any Directives upon approval of the person's admission or registration (where applicable) by SGX-ST.

1.1.4

A person admitted or registered by SGX-ST must comply with the Rules:—

(1) in accordance with the spirit, intention and purpose; and

(2) by looking beyond form to substance.

1.2 Waiver of Rules

1.2.1

SGX-ST may waive a rule (or part of a rule) to suit the circumstances of a particular case, unless the rule specifies that SGX-ST will not waive it. SGX-ST may grant a waiver subject to such conditions as it considers appropriate. A waiver is only effective if the conditions are satisfied. If a waiver is granted, SGX-ST will notify all Trading Members of the waiver as soon as practicable.

1.3 Alteration of Rules

1.3.1

The Rules may be amended by the Board in accordance with the Securities and Futures Act.

Amended on 23 January 2009 23 January 2009.

1.4 Directives

1.4.1

SGX-ST may, from time to time, prescribe Directives to supplement the Rules.

1.5 Practice Notes

1.5.1

SGX-ST may, from time to time, issue Practice Notes to provide guidance on the interpretation and application of any rule. A practice note does not bind SGX-ST in the application of a rule.

1.6 Transitional Arrangements

1.6.1

SGX-ST may, from time to time, publish transitional arrangements in relation to any amended or new rule(s).

1.7 Order of Precedence

1.7.1

The order of precedence of the following instruments applicable to SGX-ST and Trading Members shall be (in descending order of precedence):

(1) Legislation;

(2) Rules;

(3) Directives; and

(4) Practice Notes.

Added on 26 April 2013 26 April 2013

1.7.2

In the event of any conflict between the provisions of the aforesaid instruments, the provisions in an instrument with a higher level of precedence shall prevail over the provisions in an instrument with a lower level of precedence.

Added on 26 April 2013 26 April 2013

Chapter 2 — Administration

2.1 Powers Of Board

2.1.1 [Rule has been deleted.]

Deleted on 15 September 2017 15 September 2017.

2.2 Delegation and assignment

Amended on 15 September 2017 15 September 2017.

2.2.1

SGX-ST may delegate, assign or grant authority to exercise any of its rights, powers, authorities and discretions under these Rules, including any right to enforce these Rules, to such person or entity as it may determine in its sole discretion, without consent from any Trading Member.

Amended on 15 September 2017 15 September 2017.

2.2.2

Where these Rules provide that any power, authority or discretion is to be exercised by the Board, the Board may delegate, assign or grant authority to exercise such power, authority or discretion to any person or entity. The Board may authorise a delegate to sub-delegate.

Added on 15 September 2017 15 September 2017.

2.2.A SGX RegCo's authority

Added on 15 September 2017 15 September 2017.

2.2.A.1

SGX RegCo shall have the authority to exercise any rights, powers, authorities and discretions under these Rules, including the right to enforce these Rules. In the exercise of any such rights, powers, authorities and discretions under these Rules, SGX RegCo shall be bound to the same extent as the Exchange in respect of any obligations arising from the exercise of such rights, powers, authorities and discretions.

Added on 15 September 2017 15 September 2017.

2.3 Advice of the Securities Industry Council

2.3.1

SGX-ST will consider (and, if practicable, give effect to) advice tendered by the Securities Industry Council on matters relating to the securities industry.

2.4 Limitation of Liability

Amended on 15 September 2017 15 September 2017.

2.4.1

None of SGX-ST, SGX RegCo, or their respective Directors, Officers, employees, representatives or agents (the "Relevant Persons") shall be liable to any Trading Member, or any of its customers, for but not limited to:—

(1) any loss or damage (including consequential loss or damage) which may be suffered or incurred or which may arise directly or indirectly in respect of the supply of goods or services;

(2) a Trading Member's use of or inability to use the Trading System;

(3) a failure, error or omission including any loss or damage in respect of:—

(a) the result of trading on organised markets provided by SGX-ST, or the suspension, interruption, cancellation or closure of trading, on those organised markets,

(b) any inoperability or malfunction of equipment, software or any other product supplied to a Trading Member, or in respect of its installation, maintenance or removal, and

(c) the exercise of a decision-making power; or

(4) the acceptance of a Trading Member's resignation or any decision or ruling of the Disciplinary Committee or Appeals Committee exercising their powers.

Amended on 3 April 2008 3 April 2008, 15 September 2017 15 September 2017 and 8 October 2018 8 October 2018.

2.4.2

Without prejudice to the generality of Rule 2.4.1, none of the Relevant Persons (i) makes any warranty, express or implied, or (ii) shall be liable to any person in respect of, or in connection with, any of the following:—

(1) the originality, accuracy, timeliness or completeness of an Index;

(2) results to be obtained from the use of an Index, in respect of any index-linked or index-related products, whether in the form of contracts or options;

(3) the merchantability and fitness for a particular purpose of, or use of, an Index;

(4) any direct, special, punitive, indirect or consequential damages (including lost profits), even when notified of the possibility of such damages;

(5) any errors, omissions or delays in calculating or disseminating an Index; and

(6) trading of any index-linked or index-related products, whether in the form of contracts or options.

Amended on 15 September 2017 15 September 2017.

2.4.3

In Rule 2.4.2, a reference to an Index is a reference to making, calculating or compiling the Index, or any intra day proxies related or referable thereto, or any information or data included in or referable thereto.

2.4.4

SGX-ST may require a Trading Member to pay SGX-ST's costs of producing (pursuant to a court order or other legal process) records relating to the business or affairs of a Trading Member, any of its Directors, Officers, Trading Representatives, employees or agents. This applies regardless of who requires the production.

2.4.5

In Rules 2.4.1, 2.4.2 and 2.4.4, references to SGX-ST include SGX-ST's subsidiaries, related companies and holding company.

2.5 Indemnity

Amended on 15 September 2017 15 September 2017.

2.5.1

Each Trading Member indemnifies each of SGX-ST, SGX RegCo, and their respective Directors, Officers, employees, representatives and agents ("Indemnified Persons") against any loss or liability reasonably incurred or suffered by an Indemnified Persons where such loss or liability arose out of or in connection with:—

(1) any breach by the Trading Member of its obligations under the Rules or any Directives; or

(2) any wilful, unlawful, reckless or negligent act or omission by the Trading Member.

Amended on 26 April 2013 26 April 2013 and 15 September 2017 15 September 2017.

2.5.2

Without prejudice to the generality of Rule 2.5.1, in the event that any legal, arbitration or other proceedings are brought to impose any liability on all or any of the Indemnified Persons for an alleged failure on the part of any Indemnified Person to prevent or to require action by a Trading Member or any of its Directors, Officers, employees, representatives (including without limitation Trading Representatives) or agents, the Trading Member shall reimburse the relevant Indemnified Person for:—

(1) all expenses and legal fees incurred by or on behalf of the Indemnified Person in connection with such proceedings;

(2) any payment made by or on behalf of the Indemnified Person with the approval of the Trading Member in connection with any settlement of such proceedings; and

(3) any payment made by or on behalf of the Indemnified Person as a result of any order, award or judgment made in such proceedings.

The Trading Member shall render such co-operation as the Indemnified Person reasonably requires in respect of such proceedings including without limitation the production of any document or records.

Amended on 26 April 2013 26 April 2013 and 15 September 2017 15 September 2017.

2.5.3

Without prejudice to Rule 2.5.2, the Trading Member shall pay to an Indemnified Person, if the Indemnified Person so requires, the costs incurred by or on behalf of the Indemnified Person of producing or obtaining, pursuant to a court order or other legal process, records relating to the business or affairs of a Trading Member or any of its Directors, Officers, representatives (including without limitation Trading Representatives), employees or agents, regardless of the party requiring such production or obtainment.

Amended on 26 April 2013 26 April 2013 and 15 September 2017 15 September 2017.

2.6 Supply of Information to SGX-ST

2.6.1

SGX-ST may request a Trading Member to provide information or records for the discharge of SGX-ST's duties or the protection of investors and public interest. Such information or records include the terms and circumstances of, and parties to any dealings in securities or trades in futures contracts by a Trading Member's customers or former customers, and the terms of employment or contract and duties of a person acting for a Trading Member. The information or records must not contain untrue statements, be misleading or omit material statements.

Amended on 3 April 2008 3 April 2008 and 8 October 2018 8 October 2018.

2.6.2

The Trading Member must provide the information or records to SGX-ST as SGX-ST specifies.

2.7 Disclosure of Information by SGX-ST

2.7.1

SGX-ST will take all reasonable measures to protect information provided to it by or on behalf of a Trading Member under the Rules from unauthorised use or disclosure.

2.7.2

Disclosure of information by SGX-ST is not unauthorised use or disclosure if it:—

(1) is approved by the Authority and is to any governmental agency or regulatory authority (in or out of Singapore) which requests that SGX-ST provide the information for the proper exercise of powers relating to:—

(a) the governance of Trading Members; or

(b) trading of securities or futures contracts (in or out of Singapore);

(2) is required under any Singapore law or any order of any Singapore court or authority in Singapore;

(3) is publicly available at the time of disclosure to or by SGX-ST;

(4) is in relation to the enforcement of the Rules or adjudication of a matter;

(5) is to SGX-ST's holding company or a wholly-owned subsidiary of the holding company; or

(6) is additionally authorised by the Authority to be disclosed or furnished under the Securities and Futures Act.

Amended on 3 April 2008 3 April 2008 and 23 January 2009 23 January 2009.

2.7.3

Nothing in Rule 2.7.2 limits what may at common law otherwise constitute authorised use or disclosure of information.

2.7.4

For avoidance of doubt, Rules 2.7.1 and 2.7.2 also apply to information provided to SGX-ST in relation to trading in a Foreign Market via the Exchange Link.

2.8 Registers Maintained by SGX-ST

2.8.1

SGX-ST will maintain the following registers:—

(1) Register of Trading Members

(2) Register of Designated Market-Makers

(3) Register of Market-Making Representatives

(4) Register of Approved Executive Directors

(5) Register of Trading Representatives

(6) Any other registers as SGX-ST determines.

2.8.2

An entry in a Register will be deleted by SGX-ST when a person ceases membership or registration.

2.9 Fidelity Fund Maintained by SGX-ST

2.9.1

SGX-ST will establish and administer a fidelity fund in accordance with Part XI of the Securities and Futures Act.

Chapter 3 — Listing and Quotation

3.1 The Official List

3.1.1

The Official List of SGX-ST consists of companies admitted to (and not removed from) the Official List of the SGX Mainboard and the Official List of SGX Catalist.

Amended on 3 April 2008 3 April 2008.

3.1.2

SGX-ST may, in its absolute discretion, admit, refuse, suspend or remove the official listing of an entity. The decision of SGX-ST is final. SGX-ST is not obliged to give any reasons.

3.1.3

SGX-ST's powers include:—

(1) imposing sanctions prescribed in the SGX-ST Listing Manual on a listed company or any Director of such company in respect of any breach of the SGX-ST Listing Manual;

(2) transferring any entity from the Official List of SGX Catalist to the Official List of SGX Mainboard in accordance with the SGX-ST Listing Manual and vice versa; and

(3) imposing conditions or restrictions prescribed in these Rules or the SGX-ST Listing Manual, on the trading of securities or futures contracts listed on SGX Mainboard or SGX Catalist, including:

(a) the classes of investors or persons who are allowed to trade in particular classes of securities or futures contracts;

(b) moratoria on the trading of particular classes of securities or futures contracts for such periods of time as prescribed by SGX-ST; and

(c) such other conditions or restrictions as SGX-ST prescribes for the maintenance of a fair, orderly and transparent market.

Amended on 1 February 2007 1 February 2007, 3 April 2008 3 April 2008 and 8 October 2018 8 October 2018.

3.1.4

Trading Members and Trading Representatives shall comply with all prescribed conditions and restrictions imposed under Rule 3.1.3(3).

Added on 1 February 2007 1 February 2007.

3.2 Non-Listed Securities

3.2.1

A Non-Listed Security may be quoted for trading on the Non-Listed Securities market on such conditions as SGX-ST prescribes.

Amended on 3 April 2008 3 April 2008.

3.2.2

All trades in Non-Listed Securities are subject to the Rules and any Directives.

Amended on 3 April 2008 3 April 2008.

3.2.3

A Non-Listed Security is quoted in the currency SGX-ST prescribes.

Amended on 3 April 2008 3 April 2008.

3.2.4

SGX-ST may, at its absolute discretion, approve, refuse, suspend or withdraw the quotation of a Non-Listed Security. The decision of SGX-ST is final. SGX-ST is not obliged to give any reasons.

Amended on 3 April 2008 3 April 2008.

3.2.5

Without limiting Rule 3.2.4, if a Non-Listed Security is declared a Designated Security (or equivalent) or is declared to be cornered (or equivalent) in the foreign stock exchange on which it is listed, SGX-ST will suspend it (including on such terms that it deems necessary) as soon as SGX-ST is aware of the declaration.

Amended on 3 April 2008 3 April 2008.

3.2.6

A contract note for a trade in a Non-Listed Security must state that the company:—

(1) is not listed on SGX-ST, and

(2) is not subject to SGX-ST's listing requirements.

Amended on 3 April 2008 3 April 2008.